SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 5, 2003
Huttig Building Products, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-14982 43-0334550
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
555 Maryville University Drive, Suite 240, St. Louis, MO 63141
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 216-2600
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Former name or former address, if changed since last report: Not Applicable
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Item 5. Other Events
On March 5, 2003, Huttig Building Products, Inc. announced that Barry J.
Kulpa had resigned his employment as the President and Chief Executive Officer
and a member of the Board of Directors of the Company and that Michael A. Lupo
had been appointed interim President and Chief Executive Officer. A copy of the
press release issued on March 5, 2003 regarding the resignation is filed as
Exhibit 99.1 and is incorporated herein by reference.
In connection with Mr. Kulpa's resignation, the Company and Mr. Kulpa
entered into a resignation agreement on March 5, 2003, a copy of which is filed
as Exhibit 10.1 hereto and is incorporated herein by reference. The agreement
provides for Mr. Kulpa's resignation effective March 5, 2003 from his employment
with the Company as its President and Chief Executive Officer and as a member of
its Board of Directors, and from all positions as an employee, officer and
director of any direct or indirect subsidiary of the Company. Under the
agreement, Mr. Kulpa will be entitled to receive (i) payment in full of any
accrued but unpaid salary and payment for any accrued vacation, (ii)
reimbursement for any previously unreimbursed Company-related business expenses,
(iii) severance pay in the form of salary continuation, at a rate equal to his
current base salary of $420,000 per year, during the period from March 5, 2003
through March 31, 2005, (iv) continued participation through March 31, 2005 (or,
if earlier, until Mr. Kulpa commences other employment) in the Company's health,
life and disability insurance plans, with the Company paying the portion of the
plan costs that it would have paid if Mr. Kulpa had continued as an employee,
(v) all of his compensation and benefits, to the extent accrued and vested
through March 5, 2003, under the Company's benefit plans and programs, (vi)
continued use of a Company-leased car through March 31, 2005, and (vii) the
right to exercise his stock options that were vested as of March 5, 2003 until
June 29, 2005.
The resignation agreement also contains a general release by Mr. Kulpa of
all claims against the Company and its related parties. Mr. Kulpa may revoke the
agreement for a period of seven days from March 5, 2003. If Mr. Kulpa revokes
the agreement, the agreement will be null and void in its entirety and all of
the Company's obligations under the agreement shall cease immediately. Mr. Kulpa
is obligated under the agreement to refrain from disclosing the Company's
confidential information, to consult with the Company through March 31, 2005 if
requested to do so and to cooperate with the Company in any litigation or other
legal proceedings. The agreement provides that Mr. Kulpa shall not disparage the
Company or its officers or directors or take any action that a reasonable person
would expect to impair the goodwill, business reputation or good name of any of
them. The resignation agreement also provides that as of the date of the
agreement, the Employment/Severance Agreement between Mr. Kulpa and the Company,
dated as of October 18, 1999, is terminated in its entirety.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
10.1 Resignation Agreement dated March 5, 2003.
99.1 Press release dated March 5, 2003.
SIGNATURE
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.
Huttig Building Products, Inc.
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(Registrant)
Date: March 10, 2003 /s/ Thomas S. McHugh
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Thomas S. McHugh
Vice President - Finance and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Resignation Agreement dated March 5, 2003.
99.1 Press release dated March 5, 2003.