U.S. Concrete, Inc.
US CONCRETE INC (Form: 8-K, Received: 09/08/2017 08:15:12)



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): September 1, 2017
______________________________

U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-34530  
 
76-0586680            
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

331 N. Main Street
Euless, Texas 76039
(Address of principal executive offices, including ZIP code)
 
(817) 835-4105
(Registrant's telephone number, including area code)
 
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter
  ¨
Emerging growth company
 
 
 
                                    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer and Principal Financial Officer

On September 5, 2017, the board of directors (the “ Board ”) of U.S. Concrete, Inc. (the “ Company ”) appointed John E. Kunz as the Company’s Senior Vice President and Chief Financial Officer, effective as of October 2, 2017 (the “ Effective Date ”). Mr. Kunz will serve as the Company’s Principal Financial Officer.

From March 2015 to September 2017, Mr. Kunz, age 53, served as Vice President-Controller & Principal Accounting Officer for Tenneco Inc., an automotive parts company listed on the New York Stock Exchange. Prior to assuming such role, Mr. Kunz served as Vice President-Treasurer and Tax/President-Finance Subsidiaries for Tenneco, from 2006 to 2015, and Vice President and Treasurer for Tenneco, from 2004 to 2006. From 1999 to 2004 Mr. Kunz worked at Great Lakes Chemical Corporation, where he rose through responsibility to become vice president and treasurer. Prior to joining Great Lakes in 1999, Mr. Kunz was director of corporate development at Weirton Steel Corporation, where he also held prior positions in capital planning, business development and financial analysis. Prior to that, Mr. Kunz spent four years with the international public accounting firm of KPMG. Since March 2011, Mr. Kunz has served as a director of Wabash National Corporation. Mr. Kunz received his B.B.A. from the University of Notre Dame and a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University.

The terms and conditions of Mr. Kunz’s employment with the Company will be governed by an Offer Letter, dated as of September 5, 2017 (the “ Offer Letter ”). Among other things, the Offer Letter provides that:

Annual Base Salary - Mr. Kunz will be paid an annual base salary of $425,000.

Annual Bonus - Mr. Kunz will be eligible for an annual bonus pursuant to the terms and conditions of the Company’s Annual Incentive Plan (as described in the Company’s most recent definitive proxy statement) with a target annual bonus of 65% of annual base salary and a maximum annual bonus of 97.5% of base salary, which payout is subject to the Board’s approval and payable in the calendar year after it is earned. Provided that, the Company will provide a guaranteed non-prorated bonus award of not less than $150,000 for 2017.

Equity Grant - On the first effective date of Mr. Kunz’s employment, he will be awarded restricted shares of the Company’s common stock equal in value to $200,000, which will vest over three years in equal annual installments from the grant date. The vesting schedule for the restricted shares assumes, and the Company’s Long Term Incentive Plan requires, that Mr. Kunz remain employed with the Company on each vesting date. On the next annual award date, which is currently scheduled for March 1, 2018, Mr. Kunz will also be eligible to be awarded restricted shares of the Company’s common stock which is estimated to have a value of $550,000.

Sign-On Bonus - Mr. Kunz will receive a lump sum cash bonus of $200,000 less all applicable withholdings as of March 31, 2018, provided, that if Mr. Kunz voluntarily terminates his employment prior to one year from his start date, Mr. Kunz has agreed to reimburse the Company for the full amount of such bonus.

Executive Severance Agreement - Concurrent with Mr. Kunz’s start date, Mr. Kunz will enter into an Executive Severance Agreement, which will include provisions for severance pay of (i) one times Mr. Kunz’s annual base pay plus pro-rated target bonus for an involuntary termination and (ii) two times annual base pay and target bonus for a change-in-control termination.

Vacation - Mr. Kunz will be eligible for 20 days of annual vacation and personal time off and 3 days of paid sick leave, which is in addition to the Company’s specific schedule of paid holidays.

Other Benefits - Mr. Kunz will be eligible to participate in all health and welfare benefit programs available to similarly situated Company executives and will be eligible to participate in the Company’s 401(k) plan and non-qualified deferred compensation plan. Mr. Kunz will also receive relocation assistance.

The Offer Letter has no specified term, and Mr. Kunz’s employment with the Company will be on an at-will basis.    






The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Offer Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There are no arrangements or understandings between Mr. Kunz and any other persons pursuant to which he was appointed as an officer of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

William J. Sandbrook, the Company’s President and Chief Executive Officer, was appointed by the Board on July 3, 2017 to serve as the Company’s interim Principal Financial Officer while the Company searched for a Chief Financial Officer to fill the then-vacant Chief Financial Officer position. As of the Effective Date, Mr. Sandbrook’s service as interim Principal Financial Officer will cease.

Extension of Consulting Agreement with Former Chief Financial Officer

The Company previously reported in a Current Report on Form 8-K that the Company had entered into a consulting agreement, dated July 1, 2017 (the “ Consulting Agreement ”), with Joseph C. “Jody” Tusa, Jr., the Company’s former Senior Vice President and Chief Financial Officer. The Consulting Agreement provided that Mr. Tusa would provide consulting and advisory services to the Company for a period of two months for a fee of $65,395.84. On September 1, 2017, the Company entered into an amendment to the Consulting Agreement (the “ Amendment ”) with Mr. Tusa, which extended the term of the Consulting Agreement for an additional month for a fee of $32,687.92.

The foregoing descriptions of the Consulting Agreement and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Consulting Agreement and the Amendment, which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

Item 8.01 Other Events.

The Company issued a press release on September 8, 2017, related to the matters discussed in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Exhibit
10.1
 
Offer Letter to John Kunz, dated September 5, 2017.
10.2
 
Consulting Agreement, dated as of July 1, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2017 (File No. 001-34530).
10.3
 
Amendment to Consulting Agreement, dated as of September 1, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr.
99.1
 
Press Release of U.S. Concrete, Inc. dated as of September 8, 2017.


 







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.

                            

 
 
U.S. CONCRETE, INC.
 
 
 
 
 
 
Date:  September 8, 2017
By:
/s/ William J. Sandbrook
 
 
 
 
William J. Sandbrook
 
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive and Financial Officer)
 
                            





EXHIBIT INDEX

Exhibit No.
 
Exhibit
 
Offer Letter to John Kunz, dated September 5, 2017.
 
Consulting Agreement, dated as of July 1, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2017 (File No. 001-34530).
 
Amendment to Consulting Agreement, dated as of September 1, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa, Jr.
 
Press Release of U.S. Concrete, Inc. dated as of September 8, 2017.



PERSONAL AND CONFIDENTIAL OFFER OF EMPLOYMENT TO JOHN KUNZ September 5, 2017 Dear John: I am pleased to present you with a formal offer to join U.S. Concrete as our Sr. Vice President & Chief Financial Officer. Let me summarize the role, and the compensation and benefits that are being offered to you: Reporting Relationship: You will be a direct report to our President and Chief Executive Officer, Bill Sandbrook. Principal Duties: As the Chief Financial Officer you will have immediate responsibility for the Company’s finance and accounting functions, which would include: • Managing the Company’s capital structure and relationships with its key lenders, and ensuring appropriate liquidity to support corporate strategy. • Leading investor relations activities, including presentations at investor conferences, hosting investor meetings and coordinating communications. • Ensuring timely and accurate financial and tax reporting. • Maintaining consistent accounting policies and practices. • Developing and maintaining the Company’s IT structure, systems and applications to support the execution of our corporate strategy. Start Date: As you know, the CFO position is currently vacant so ideally we would like you to start as soon as possible. However, we understand that you will have to give a reasonable termination notice to Tenneco. We certainly want you to leave in the appropriate and professional manner, and propose no later than October 2, 2017 as your official start date. Annual Base Salary: Your annual base salary will be $425,000, paid by direct deposit and on a semi-monthly basis. Annual Bonus Award: Your compensation grade-level will be Grade 20, which has an annual target bonus percentage of 65% of your base salary. Under the terms and conditions of the U.S. Concrete Annual Incentive Plan, the payout of any bonus is subject to Board approval, prorated in the year in which you are hired, and payable in the calendar year after it is earned. However,


 
as part of our offer for you to join U.S. Concrete, we will provide you with a full, non-prorated bonus award for 2017 with a guarantee that your 2017 bonus shall not be less than $150,000. Equity: Pursuant to our Long Term Incentive Plan, and effective the first day of your employment (the “Grant Date”), you shall be granted shares of Company restricted stock equal in value to $200,000. These shares will vest over three years in equal annual installments from the Grant Date. This vesting schedule assumes, and the LTIP requires, that you remain employed with U.S. Concrete on each vesting date. You will also be eligible to receive shares of Company restricted stock, pending approval by the Board of Directors, on the next annual award date. Your 2018 LTIP award is currently estimated to have a $550,000 value. The next LTIP award date is scheduled for March 1, 2018. Sign-On Bonus: The Company will provide you with a lump sum cash bonus of $200,000 less all applicable withholdings as of March 31, 2018. Recognize, however, that if you voluntarily terminate your employment prior to one year from your start date, you agree to reimburse the Company the full amount of this bonus. Personal Time Off: At your executive level, you are eligible for 20 days of Personal Time Off plus 3-days of paid sick leave. The Company also has a specific schedule of paid holidays; the remaining schedule for 2017 includes Labor Day, a Thanksgiving Holiday (Thursday & Friday), and a Christmas Holiday. Executive Severance Agreement: Concurrent with your start date, you will receive an Executive Severance Agreement similar to the one that I have attached. This Agreement, which will become effective as of your first day with the Company, includes provisions for severance pay of (i) one times your annual base pay plus pro-rated target bonus for an involuntary termination; and (ii) two times annual base pay and target bonus for a change-in-control termination. Health Benefits: You will be eligible to participate in all health and welfare benefit programs available to similarly situated U.S. Concrete employees. Note that these plans include health, dental, and pharmacy benefits through Blue Cross, vision benefits, life insurance, and short-term and long-term disability coverages. A summary of the current plans are attached; our plan year is on a calendar basis and we are in the process of determining the 2018 benefit plans. 401(k) and Deferred Compensation Plans: The Company has established two separate retirement savings plans which you will be eligible to participate in. Both plans are managed by Fidelity Investments. Our 401(k) plan has a 5% Company match (100% of the first 5% deferred). We also have a non-qualified deferred compensation plan that would be an additional


 
investment tool for you to consider. Deferrals into the non-qualified plan are on a pre-tax basis and would be in addition to your 401(k) contribution. Company Laptop and Cell Phone: You will be provided a laptop and cell phone since the Company views these as necessary business tools for your position. Relocation: We recognize that by accepting our offer, you and your family will have to relocate to the Dallas area. In order to assist you with your transition to Dallas, the Company, through the MIGroup, will provide you with the executive relocation benefits outlined in the attached relocation guide. Further, U.S. Concrete is prepared to directly cover the costs of your flights to and from Chicago, as well as renting a corporate/temporary apartment through January 2018 to ensure your family’s transition goes smoothly. Pre-Employment Process: This offer is contingent upon the satisfactory outcome (as determined by the Company) of our pre-employment process which includes a background check (criminal, credit, education, and references), drug test, and documentation of your eligibility to work in the United States. Negative results in any area of this process may result in our offer being withdrawn. On your first day, please bring with you the appropriate documents that will verify your right to work in the United States, e.g., your Social Security card, driver’s license, passport, etc. At that time you will also complete the necessary documentation to participate in our employee health and welfare plans. You will also have the opportunity to have your paycheck direct deposited into either your checking or your savings account. In order to ensure an accurate deposit, please bring a voided check, savings slip, or authorized bank documentation. Please contact Juanita Camp at 817-835-4124 to coordinate all pre-employment activities. Employment at Will: Please be advised that nothing in this offer is intended to create a contract of employment. If you accept employment with U.S. Concrete, your employment will be on an at-will basis, which means that either you or U.S. Concrete may terminate the employment relationship at any time with or without notice, and with or without cause. No other writing or oral agreement will change your at-will status unless executed in writing by the CEO of U.S. Concrete. Your acceptance of this position acknowledges your understanding of your employment at-will status The performance of your duties and responsibilities for the Company under this Offer of Employment will be on a full-time basis and will require the utilization of your full energies, abilities and skills. You must agree that during the course of your employment with the Company you will at all times comply with all the rules and regulations which the Company may


 
establish from time to time for the conduct of its business, including but not limited to applicable provisions of the Company’s Code of Conduct. John, we want to welcome you to U.S. Concrete. We are extremely excited to have your skills, experience and leadership as part of our Company. We look forward to working with you and to the contributions you will make in the overall success of U.S. Concrete. Please let me know if you have any questions by contacting me personally at 817.835.4114 or mpeabody@us- concrete.com. Sincerely, Mark B. Peabody Vice President, Human Resources Agreed and Accepted /s/ John Kunz John Kunz Date: September 5, 2017


 
1 AMENDMENT NO. 1 TO MANAGEMENT CONSULTING AGREEMENT This Amendment No. 1 to Management Consulting Agreement (the "Amendment") is entered into as of September 1, 2017, by and among U.S. Concrete, Inc., (the "Company"), and Joseph C. Tusa (the "Consultant"). WHEREAS, the Company and the Consultant had entered into a certain Management Consulting Agreement effective as of July 1, 2017 (the "Agreement"); and WHEREAS, the Company and the Consultant now desire to amend a specific provision of the Agreement - the Term of Service - as further outlined below; and NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. New Term of Service. The original Term of Service, as set forth in Section 1.a. of the Agreement, expires on August 31, 2017. The parties hereby agree to extend the Term of Service for one month, with a new expiration date of September 30, 2017. 2. No Further Amendment or Modification. Except as specifically set forth in this Amendment, all other terms and conditions of the Agreement as set forth therein are hereby ratified and affirmed and shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below CONSULTANT /s/ Joseph C. Tusa Jr. September 1, 2017 Joseph C. Tusa Jr. Date FOR: U.S. CONCRETE, INC. President and Chief Executive Officer September 1, 2017 Title Date /s/ William J. Sandbrook Signature


 
For Immediate Release U.S. CONCRETE HIRES JOHN E. KUNZ AS CHIEF FINANCIAL OFFICER - Possesses over three decades of financial and operational experience, including the last 13 years as an executive with a leading publicly-traded company - EULESS, Texas, September 8, 2017 – U.S. Concrete, Inc. (NASDAQ: USCR) (“the “Company”) announced today that it has hired financial executive John E. Kunz to join the executive team as Senior Vice President and Chief Financial Officer. Mr. Kunz brings over 30 years of financial expertise to U.S. Concrete, including accounting, tax, finance, and capital markets experience. Mr. Kunz also has extensive experience in corporate governance compliance, public company reporting and internal controls. “John is highly respected within the financial community and we are very pleased he is joining our Company during this stage of our growth,” said William J. Sandbrook, President and Chief Executive Officer of U.S. Concrete, Inc. “He possesses all of the qualities we were looking for in our next CFO. He has extensive experience serving in executive and board positions in public companies, overseeing capital markets, accounting, tax, transactional work and leading finance teams. We are confident his skills and leadership will be valuable assets as we continue to execute our long-term growth strategy.” Mr. Kunz was most recently the Vice President, Corporate Controller and Principal Accounting Officer of Tenneco, Inc. (NYSE: TEN), a global manufacturer of automotive and commercial vehicle clean air and ride performance systems where he most recently was responsible for a team that handled all corporate and business unit accounting functions including consolidations, financial planning and analysis, and Securities and Exchange Commission reporting. Previously, he was the company’s Vice President, Treasurer and Tax, and had responsibility for the capital structure and liquidity for the company as well as the global tax function. He also held positions in the finance departments at Great Lakes Chemical Corporation, Weirton Steel Corporation and KPMG LLP. Mr. Kunz is a member of the audit, compensation, and nominating and corporate governance committees of the board of directors of Wabash National Corporation, a diversified industrial manufacturing company. Mr. Kunz holds a Master of Management in Finance from the Kellogg School of Management at Northwestern University, along with an undergraduate degree from The University of Notre Dame.


 
Mr. Kunz stated, “I am very excited to be joining the talented team at U.S. Concrete, an organization that has created significant value for its shareholders over the past 26 consecutive quarters. U.S. Concrete has built up top-tier positions in some of the most active construction markets in the country, and I look forward to using my deep financial experience to help us further solidify our presence in these markets and expand into new fundamentally strong regions throughout the country.” About U.S. Concrete, Inc. U.S. Concrete serves the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and aggregate products. The Company has 158 standard ready-mixed concrete plants, 17 volumetric ready-mixed concrete facilities, and 17 producing aggregates facilities. During 2016, U.S. Concrete sold approximately 8.1 million cubic yards of ready-mixed concrete and approximately 5.6 million tons of aggregates. For more information on U.S. Concrete, visit www.us-concrete.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This press release contains various forward-looking statements and information that are based on management's beliefs, as well as assumptions made by and information currently available to management. These forward-looking statements speak only as of the date of this press release. The Company disclaims any obligation to update these statements and cautions you not to rely unduly on them. Forward-looking information includes, but is not limited to, statements regarding: the expansion of the business; the opportunities and results of our acquisitions; the prospects for growth in new and existing markets; encouraging nature of volume and pricing increases; the business levels of our existing markets; ready- mixed concrete backlog; ability to maintain our cost structure and monitor fixed costs; ability to maximize liquidity, manage variable costs, control capital spending and monitor working capital usage; and the adequacy of current liquidity. Although U.S. Concrete believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that those expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions, including, among other matters: general and regional economic conditions; the level of activity in the construction industry; the ability of U.S. Concrete to complete acquisitions and to effectively integrate the operations of acquired companies; development of adequate management infrastructure; departure of key personnel; access to labor; union disruption; competitive factors; government regulations; exposure to environmental and other liabilities; the cyclical and seasonal nature of U.S. Concrete's business; adverse weather conditions; the availability and pricing of raw materials; the availability of refinancing alternatives; results of litigation; and general risks related to the industry and markets in which U.S. Concrete operates. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those expected. These risks, as well as others, are discussed in greater detail in U.S. Concrete's filings with the Securities and Exchange Commission, including U.S. Concrete's Annual Report on Form 10-K for the year ended December 31, 2016. Source: USCR-G # # # Company Contact Information: U.S. Concrete, Inc. Investor Relations 844-828-4774 IR@us-concrete.com


 
Media Contact: Media@us-concrete.com