UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 1, 2012 |
AMETEK, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12981 | 14-1682544 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1100 Cassatt Road, Berwyn, Pennsylvania | 19312 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 610-647-2121 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2012, AMETEK, Inc. (the "Company") announced that John J. Molinelli, Executive Vice President and Chief Financial Officer of the Company, intends to retire effective July 1, 2012.
It was also announced that Robert R. Mandos, Jr. was elected Executive Vice President and Chief Financial Officer of the Company effective July 1, 2012, assuming Mr. Molinelli’s position.
Mr. Mandos, 53, currently serves as Senior Vice President and Comptroller, a position he has held since October 2004.
Mr. Mandos will receive a base salary of $400,000 annually. His target level in the Company’s Annual Incentive Plan will increase from 45% to 65%, with a maximum payout of 200% of target. He will continue to participate in the Company’s Long-Term Incentive Plan, which will consist of a combination of Non-Qualified Stock Options and Restricted Stock Awards. In addition, commensurate with all other named executive officers of the Company, Mr. Mandos’ Change of Control Agreement will be amended to provide for a 2.99 times multiple of base salary and bonus upon a change of control.
It was also announced that William J. Burke was elected Senior Vice President, Comptroller & Treasurer, effective July 1, 2012. He is assuming the position of the Company's principal accounting officer from Robert R. Mandos, Jr.
Mr. Burke, 50, currently serves as Vice President and Treasurer, a position he has held since November 2011. From March 2007 through November 2011, Mr. Burke served as the Company's Vice President, Investor Relations and Treasurer.
A copy of the Company’s press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3 and are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMETEK, Inc. | ||||
| May 2, 2012 | By: |
/s/ Robert R. Mandos, Jr.
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| Name: Robert R. Mandos, Jr. | ||||
| Title: Senior Vice President and Comptroller | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Copy of press release issued by AMETEK, Inc. on May 1, 2012. | |
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99.2
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Copy of press release issued by AMETEK, Inc. on May 1, 2012. | |
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99.3
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Copy of press release issued by AMETEK, Inc. on May 1, 2012. |
Exhibit 99.1
CORPORATE OFFICE
1100 Cassatt Road, Berwyn, PA 19312
Contact: Kevin C. Coleman (610) 889-5247
AMETEK CHIEF FINANCIAL OFFICER JOHN J. MOLINELLI TO RETIRE
Berwyn, Pa., May 1, 2012 — AMETEK, Inc. (NYSE: AME) today announced that John J. Molinelli, AMETEK’s Executive Vice President and Chief Financial Officer has decided to retire after 43 years of service, including 18 years as Chief Financial Officer. Mr. Molinelli’s retirement will be effective July 1, 2012. AMETEK’S Board of Directors has named Robert R. Mandos, Jr., currently AMETEK’s Senior Vice President and Comptroller, to succeed Mr. Molinelli as Executive Vice President and Chief Financial Officer.
Frank Hermance, AMETEK Chairman and Chief Executive Officer, said, “I want to thank John for his outstanding contributions to AMETEK over a long and distinguished career and the integral role he has had in our company’s success. John has been instrumental in the implementation of our Four Growth Strategies and the resulting profitable growth of the Company. I wish John the best as he retires.”
Mr. Molinelli joined AMETEK in 1969 as an accountant in the Company’s East Moline, IL facility. In 1977 he was appointed Divisional Controller of the Texas Flange Division and in 1982 Controller of the Schutte & Koerting Division. Mr. Molinelli joined the Corporate Office in 1984 as a Liaison Controller and in 1986 was named as Director of Internal Audit. In 1989 Mr. Molinelli was named to the officer-level position of General Auditor and in 1991 was elected Comptroller. He was named a Vice President in 1993 and in 1994 was elected Senior Vice President and Chief Financial Officer. He was named an Executive Vice President in 1998.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices
with annualized sales of $3.3 billion. AMETEK’s Corporate Growth Plan is based on Four Key
Strategies: Operational Excellence, Strategic Acquisitions & Alliances, Global & Market Expansion
and New Products. AMETEK’s objective is double-digit percentage growth in earnings per share over
the business cycle and a superior return on total capital. The common stock of AMETEK is a
component of the S&P MidCap 400 and the Russell 1000 Indices.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and
financial performance are “forward-looking statements.” Forward-looking statements are subject to
various factors and uncertainties that may cause actual results to differ significantly from
expectations. These factors and uncertainties include AMETEK’s ability to consummate and
successfully integrate future acquisitions;
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AMETEK CHIEF FINANCIAL OFFICER JOHN J. MOLINELLI TO RETIRE
Page 2
risks associated with international sales and operations; AMETEK’s ability to successfully develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in our markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.
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Exhibit 99.2
CORPORATE OFFICE
1100 Cassatt Road, Berwyn, PA 19312
Contact: Kevin C. Coleman (610) 889-5247
ROBERT R. MANDOS, JR. ELECTED EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
Berwyn, Pa., May 1, 2012 — AMETEK Inc. (NYSE: AME) today announced that the Board of Directors has elected Mr. Robert R. Mandos, Jr., as Executive Vice President and Chief Financial Officer, effective July 1, 2012. Mr. Mandos currently serves as Senior Vice President and Comptroller of AMETEK. He replaces John J. Molinelli who has announced his retirement after 43 years with AMETEK, including 18 years as Chief Financial Officer.
Frank Hermance, AMETEK Chairman and Chief Executive Officer, said, “I am pleased to announce Bob’s promotion to Executive Vice President and Chief Financial Officer. Bob has done an outstanding job for AMETEK over an extended period of time. His recent accomplishments include on-going oversight of an increasingly complex external financial reporting environment, the successful expansion of our corporate shared services operation, and leadership of the financial due diligence process for our acquisition strategy. Bob is uniquely qualified to take on the Chief Financial Officer role for AMETEK.”
Mr. Mandos, a 31 year AMETEK veteran, has served as Corporate Comptroller since 1996. He was named a Corporate Vice President in 1998 and as Senior Vice President in 2004. Mr. Mandos joined AMETEK in 1981, and held financial roles in a number of operating units and in the Corporate Finance group prior to his appointment as Corporate Comptroller in 1996.
Mr. Mandos has a BBA in Accounting from Temple University and an MBA in Finance from St. Joseph’s University.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices
with annualized sales of $3.3 billion. AMETEK’s Corporate Growth Plan is based on Four Key
Strategies: Operational Excellence, Strategic Acquisitions & Alliances, Global & Market Expansion
and New Products. AMETEK’s objective is double-digit percentage growth in earnings per share over
the business cycle and a superior return on total capital. The common stock of AMETEK is a
component of the S&P MidCap 400 and the Russell 1000 Indices.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and
financial performance are “forward-looking statements.” Forward-looking statements are subject to
various factors and uncertainties that may cause actual
—MORE—
ROBERT R. MANDOS, JR. ELECTED EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
Page 2
results to differ significantly from expectations. These factors and uncertainties include AMETEK’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations; AMETEK’s ability to successfully develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in our markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.
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Exhibit 99.3
CORPORATE OFFICE
1100 Cassatt Road, Berwyn, PA 19312
Contact: Kevin C. Coleman (610) 889-5247
WILLIAM J. BURKE ELECTED SENIOR VICE PRESIDENT,
COMPTROLLER & TREASURER
Berwyn, PA, May 1, 2012 — AMETEK, Inc. (NYSE: AME) today announced that the Board of Directors has elected William J. Burke as Senior Vice President, Comptroller & Treasurer, effective July 1, 2012. Mr. Burke currently serves as Vice President and Treasurer.
Frank S. Hermance, Chairman and Chief Executive Officer, said, “I am very pleased to announce Bill’s promotion to Senior Vice President, Comptroller & Treasurer. Bill has done an excellent job for AMETEK over an extended period of time. For more than eleven years Bill was responsible for taking AMETEK’s growth story to the investment community – a key factor in our strong stock price performance over this period of time. As Treasurer he has done an excellent job leading AMETEK’s financing efforts. He will continue in the Treasurer’s role while taking on the additional responsibilities as Comptroller of the Company.”
Mr. Burke, a 25 year AMETEK veteran, served in a number of financial, operational and business unit management roles prior to being named Vice President, Investor & Corporate Relations in 1999. He was named Vice President – Investor Relations & Treasurer in 2007.
Mr. Burke holds a BS in Business Management from Boston College and an MBA from the Wharton School of the University of Pennsylvania.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices
with annualized sales of $3.3 billion. AMETEK’s Corporate Growth Plan is based on Four Key
Strategies: Operational Excellence, Strategic Acquisitions & Alliances, Global & Market Expansion
and New Products. AMETEK’s objective is double-digit percentage growth in earnings per share over
the business cycle and a superior return on total capital. The common stock of AMETEK is a
component of the S&P MidCap 400 and the Russell 1000 Indices.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and
financial performance are “forward-looking statements.” Forward-looking statements are subject to
various factors and uncertainties that may cause actual results to differ significantly from
expectations. These factors and uncertainties include AMETEK’s ability to consummate and
successfully integrate future acquisitions; risks associated with international sales and
operations; AMETEK’s ability to successfully
—MORE—
WILLIAM J. BURKE ELECTED SENIOR VICE PRESIDENT,
COMPTROLLER & TREASURER
Page 2
develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in our markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.
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