UNITED STATES
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): April 2, 2007
ENGlobal Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
001-14217 88-0322261
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(Commission File Number) (IRS Employer Identification No.)
654 N. Sam Houston Pkwy E., Suite 400, Houston, Texas 77060-5914
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(Address of Principal Executive Offices) (Zip Code)
281-878-1000
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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 April 2, 2007, Michael L. Burrow retired from his positions as Chairman of
the Board and Chief Executive Officer, and announced his intention to retire as
President on May 18, 2007. The Company entered into a Separation Agreement and
Release with Mr. Burrow, providing for severance payments equal to his current
salary for a period of up to one year following the date of his retirement. In
addition, Mr. Burrow's health, medical, and dental insurance policies will
remain in effect for the one-year period following the date of his retirement.
The Separation Agreement and Release included customary covenants, including a
release by Mr. Burrow of any liability relating to his employment by the
Company.
In connection with the Separation Agreement and Release, the Company, Mr.
Burrow, and Alliance 2000, Ltd. ("Alliance"), a partnership controlled by
William A. Coskey and Hulda Coskey, entered into a Second Amended and Restated
Alliance 2000, Ltd. Stock Option Agreement. Under the amended agreement, Mr.
Burrow's option to acquire shares from Alliance will not expire on his
retirement, but rather will remain in existence until December 20, 2011. In
exchange, Mr. Burrow agreed to certain covenants, including non-competition and
non-interference covenants.
The foregoing descriptions of the Separation Agreement and Release and the
Second Amended and Restated Alliance 2000, Ltd. Stock Option Agreement do not
purport to be complete and are qualified in their entirety by reference to the
agreements, which are filed as Exhibits 10.1 and 10.2, and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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10.1 Separation Agreement and Release dated April 2, 2007,
between ENGlobal Corporation and Michael L. Burrow.
10.2 Second Amended and Restated Alliance Stock Option
Agreement dated to be effective as of December 20,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENGlobal Corporation
Date: May 23, 2007 By: /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor Relations
Officer, Chief Governance Officer, and
Corporate Secretary
EXHIBIT LIST
Exhibit Number Description
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10.1 Separation Agreement and Release dated April 2, 2007,
between ENGlobal Corporation and Michael L. Burrow.
10.2 Second Amended and Restated Alliance Stock Option Agreement
dated to be effective as of December 20, 2006.