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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 - April 5, 2000
ENVIRONMENTAL ELEMENTS CORPORATION
(Exact name of registrant as specified in its charter)
1-10955
(Commission File Number)
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<S> <C>
DELAWARE 52-1303748
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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3700 Koppers St., Baltimore, Maryland 21227
(Address of Principal Executive Offices) (Zip Code)
410-368-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address, and fiscal year, if changed since last report)
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Item 5. Other Events
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On March 28, 2000, Environmental Elements Corporation announced that it
began restructuring to enhance its services and technology focus. Thirty staff
positions are being eliminated and will result in a one-time charge of $950,000
for severance and early retirement costs and a $500,000 charge for contract
claims. S. M. Dunseith, Chief Operating Officer, will be leaving the company
concurrently with these organizational changes.
The Company's press release announcing the restructuring plan and Mr.
Dunseith's resignation is filed as an exhibit to this Current Report on Form
8-K.
Item 7. Exhibits
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99.1 Press release issued March 28, 2000
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENVIRONMENTAL ELEMENTS CORPORATION
(Registrant)
/s/ James B. Sinclair
_________________________
James B. Sinclair
Senior Vice President and
Chief Financial Officer
Date: April 5, 2000
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued March 28, 2000
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EX-99.1 Press Release Issued March 28, 2000
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Environmental Elements Corporation restructures to
enhance services and technology focus
Baltimore, MD, March 28, 2000 -- John L. Sams, the new president of
Environmental Elements Corporation (AMEX:EEC) said today the Company has begun
efforts to rapidly accelerate its plan to shift the focus of its operations to a
leaner services and technology-driven business model. As a result, the Company
will record a one-time charge of $950,000 for severance and early retirement
costs and a $500,000 charge for contract claims. The charges will apply to the
fourth quarter of its fiscal year ending March 31, 2000, offsetting modest
profitability the Company had expected, and will likely result in a loss of
approximately $1.4 million for the quarter.
"Our markets are changing as our customers move toward alliances and
service-driven relationships that allow them to focus on what they do best,"
said Mr. Sams. "EEC will continue to emphasize its solutions-oriented approach
in the air pollution control marketplace. We intend to quickly move the Company
toward a smoother operating cycle through increased contributions from the
aftermarket services segment of our business, and by continuing as an innovator
of proprietary technology. As the Company now moves to shift its emphasis away
from certain areas of our business that have not met our profitability targets
and are subject to cyclical swings that are difficult to predict, we will
eliminate approximately 30 staff positions and expect to achieve significant
annual cost savings on the order of $2 million to $3 million per year ($0.28 to
$0.42 per share)." Concurrent with the organizational changes, EEC's chief
operating officer, S.M.Dunseith, will be leaving the Company.
"The Company has recently made excellent progress in developing very
promising proprietary technologies and several new ventures which directly
address significant needs of our customers. Notable examples are the recently
announced Ammonia-on-Demand (AOD/TM/) process for reduction of nitrogen oxide
(NOx) emissions and our ramp-up of EEC's new regional maintenance centers
located throughout North America," said Mr. Sams.
Mr. Sams, who was appointed as president to lead EEC in late February, has
served since mid-1999 as senior vice president responsible for Business
Development. Prior to joining EEC he led restructuring initiatives at two
corporations where he worked previously. Most recently, he was the president and
CEO of Alfa Laval Celleco, a global provider of process equipment to the pulp
and paper industry.
Environmental Elements Corporation, a leading air pollution control systems
provider for over 50 years, designs and supplies systems and services that
enable a broad range of customers in the power generation, pulp and paper,
waste-to-energy, rock products, metals and petrochemical industries worldwide to
operate their facilities in compliance with particulate and gaseous emissions
standards. The Company also supplies a complete range of replacement parts and
maintenance and other services for its own systems and for systems originally
supplied by others.
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Certain of the statements included in this press release are forward-
looking statements. These statements involve risks and uncertainties that could
cause the actual results to differ from those expressed or implied by such
statements. These factors include loss of new orders, increased competition,
changes in environmental regulations, and other factors. Information on factors
that could affect the Company's financial results is set forth in the Company's
filings with the Securities and Exchange Commission including the report on Form
10-K for the Company's fiscal years ended March 31, 1999 and 2000, and
intermediate reports on Forms 10-Q.
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