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): August 18, 2005
LYDALL, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 1-7665
| Delaware | 06-0865505 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| One Colonial Road, Manchester, Connecticut | 06042 | |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: (860) 646-1233
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)) |
INDEX
| Page Number | ||||
| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers | 3 | ||
| Item 9.01 |
Financial Statements and Exhibits | 3 | ||
| Signature | 4 | |||
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 18, 2005, the Company announced a realignment of executive responsibilities at its Corporate Headquarters. In effecting this realignment, the role of Executive Vice President and Chief Operating Officer was eliminated and, consequently, Christopher R. Skomorowski, who has served in that capacity, will be leaving the Company effective September 17, 2005. Severance benefits under the Company’s employment agreement with Mr. Skomorowski (a copy of which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2003) are estimated to be $1.1 million.
A copy of the Company’s press release announcing the realignment of executive responsibilities is attached hereto as Exhibit 99.5 and hereby incorporated by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
The following is being filed as an exhibit to this report:
| Exhibit Number |
Exhibit Description | |
| 99.5 | Press release dated August 18, 2005 |
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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 thereunto duly authorized.
| LYDALL, INC. | ||||
| August 23, 2005 |
By: | /S/ MARY A. TREMBLAY | ||
| Mary A. Tremblay | ||||
| Vice President, General Counsel and Secretary | ||||
| (On behalf of the Registrant) | ||||
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