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): November 29, 2004
GRAHAM CORPORATION
(exact name of registrant as specified in Charter)
Delaware 1-8462 16-1194720
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification
Number)
20 Florence Avenue, Batavia, New York 14020
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(Address of principal executive offices)
Registrant's telephone number, including area code: (585) 343-2216
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N/A
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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))
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Item 1.01 Entry Into A Material Definitive Agreement
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In connection with the retirement of Alvaro Cadena disclosed
in Item 5.02 of this Form 8-K, Graham Corporation entered
into an agreement with Mr. Cadena dated November 29, 2004
(the "Agreement"). Subject to the conditions set forth in
the Agreement, the Agreement provides for continuation of
Mr. Cadena's employment, as senior advisor to the Company,
and of his salary and benefits through December 31, 2004.
The Agreement provides for Mr. Cadena's engagement by the
Company as an independent consultant, commencing January 1,
2005 and continuing to the date Mr. Cadena attains the age
of 65, subject to the conditions set forth in the Agreement.
For example, the Agreement sets forth consulting fees and
number of days per annum for providing consulting services.
The Company agrees to provide specified medical, dental and
insurance benefits to Mr. Cadena during the consulting
period and Mr. Cadena agrees not to compete against the
Company or to use confidential company information during
that period. The Agreement includes a release by each of
Graham Corporation and Mr. Cadena of claims that either
party may have against the other in respect of Mr. Cadena's
employment with the Company. A copy of the Agreement is
filed herewith as Exhibit 10.1.
In connection with the appointment on November 29, 2004 of
William C. Johnson as the Company's President and Chief
Executive Officer, as disclosed in Item 5.02 of this Form 8-
K, Graham Corporation made an offer of employment by letter
containing prospective terms of employment, which are
described herein under Item 5.02. The letter stating terms
of employment is filed herewith as Exhibit 10.2.
Item 1.02 Termination of a Material Definitive Agreement
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Pursuant to Mr. Cadena's retirement and as acknowledged in
the Agreement between Graham Corporation and Mr. Cadena
disclosed in Item 1.01 of this Form 8-K, each of (a) the
Employment Agreement dated September 26, 1996 between Mr.
Cadena and the Company, filed as Exhibit 10.4 with the
Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998; and (b) and the Senior Executive
Severance Agreement dated July 28, 1995 between Mr. Cadena
and the Company, filed as Exhibit 10.5 with the Company's
Annual Report on Form 10-K for the fiscal year ended March
31, 1998, terminated on November 29, 2004. The employment
agreement contained terms and conditions regarding Mr.
Cadena's employment with the company, including salary,
duties and employment benefits and severance benefits. The
Senior Executive Severance Agreement provided for additional
severance payments in the event of a change in control of
the Company. The Company incurs no penalties in connection
with the termination of either agreement.
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Item 5.02 Departure of Directors or Principal Officers;
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Election of Directors; Appointment of Principal Officers
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Effective November 29, 2004, Alvaro Cadena retired from the
positions of President and Chief Executive Officer of Graham
Corporation and from the Company's Board of Directors.
The Board of Directors appointed William C. Johnson as
President and Chief Executive Officer of Graham to succeed
Mr. Cadena, effective November 29, 2004. On that date the
Board elected Mr. Johnson as a director of the Company, to
fill the vacancy on the Board created by the retirement of
Mr. Cadena. In his capacity as a director Mr. Johnson will
serve on the Board's Executive Committee.
Mr. Johnson, 41, joined Graham from ESAB Welding and Cutting
Equipment, a global welding and cutting equipment
manufacturer, where he had served since October 1999 as
Senior Vice President and General Manager, leading a
division today totaling $100 million in annual sales. His
career has included extensive experience in the
manufacturing sector. He served as General Manager of the
ABB Distribution Transformer Division from 1996 to 1999 and
previously held other senior executive and general
management positions with ABB. Mr. Johnson earned his
Bachelor of Science degree from Alfred University in Alfred,
New York and his MBA from Rollins College. He was an officer
in the United States Navy from 1985 to 1990, serving in the
submarine fleet.
Arrangements regarding Mr. Johnson's employment were
outlined in an offer of employment made to him by the
Company and provide for salary at the rate consistent with
that currently paid to the President and CEO, benefits to
which the President and CEO is entitled pursuant to the
company's established employee benefit plans, severance
payment of one year's base salary in the event of
termination other than for cause and a grant of options
following commencement of employment to purchase 18,000
shares of the company's common stock.
(c) Exhibits
Exhibit Number Description of Exhibits
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10.1 Agreement and Release of Claims dated
November 29, 2004 between Alvaro Cadena
and Graham Corporation
10.2 Letter dated October 29, 2004 from Jerald D.
Bidlack, Chairman of Graham Corporation's
Board of Directors, to William C. Johnson
describing proposed terms of employment
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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 thereunto duly authorized.
GRAHAM CORPORATION
(Registrant)
Date: December 2, 2004 By /s/ J. Ronald Hansen
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J. Ronald Hansen
Vice President - Finance
& Administration and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10.1 Agreement and Release of Claims dated
November 29, 2004 between Alvaro Cadena
and Graham Corporation
10.2 Letter dated October 29, 2004 from Jerald
D. Bidlack, Chairman of Graham Corporation's
Board of Directors, to William C. Johnson
describing proposed terms of employment