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): July 16, 2009

 

TITAN MACHINERY INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

4876 Rocking Horse Circle, Fargo, ND 58106-6049

(Address of Principal Executive Offices)  (Zip Code)

 

(701) 356-0130

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On July 9, 2009, the Board of Directors of Titan Machinery Inc. (the “Company”), acting pursuant to authority granted by the Company’s Certificate of Incorporation and Bylaws, increased the size of the Company’s Board of Directors to eight and elected Theodore M. Wright as a Class I director, effective July 16, 2009.  Mr. Wright was not appointed to serve on any committee of the Board at this time.  The newly elected director was not named as director pursuant to any arrangement or understanding with any third person.  There is not currently, nor has there been in the past, any transaction with the Company or any of its subsidiaries or affiliates in which Mr. Wright has or had a direct or an indirect material interest.

 

The full text of the press release announcing the appointment of director is set forth in Exhibit 99.1 attached hereto and is incorporated in this Current Report as if fully set forth herein.

 

Item 9.01               Financial Statements and Exhibits.

 

(a)                                  Financial statements:  None.

 

(b)                                 Pro forma financial information:  None.

 

(d)                                 Exhibits:

 

99.1                           Press release dated July 16, 2009

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

		TITAN MACHINERY INC.
Date: July 17, 2009	By	/s/ Mark Kalvoda
		Mark Kalvoda
		Chief Accounting Officer

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

EXHIBIT INDEX

to

FORM 8-K

 

TITAN MACHINERY INC.

 

Date of Report:		Commission File No.:
July 17, 2009		001-33866

 

Exhibit No.		ITEM
99.1		Press release dated July 16, 2009

 

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Exhibit 99.1

 

 

TITAN MACHINERY APPOINTS THEODORE WRIGHT TO BOARD OF DIRECTORS

 

FARGO, N.D—July 16, 2009— Titan Machinery Inc. (NASDAQ:TITN) announced today that it has appointed Theodore Wright to its Board of Directors, effective July 16, 2009.  With the appointment of Mr. Wright, the Board now consists of eight board members, including five independent members.

 

“We are pleased that Theodore Wright has accepted the invitation to join our Board of Directors,” said David Meyer, Titan Machinery’s Chairman and CEO.  “We welcome his financial knowledge, prior dealership experience, and his deep industry understanding.  As the former President and CFO of a Fortune 300 public company, we believe his insight and overall business experience will be instrumental as we continue to strategically grow our business.”

 

Mr. Wright served as President of Sonic Automotive, Inc., a New York Stock Exchange listed and Fortune 300 automotive retailer, from 2002 to 2004, and he served as Chief Financial Officer at Sonic Automotive from its formation in 1997 to 2002.  From 1997 to 2004, Sonic Automotive acquired and integrated into its operations over 150 automotive dealerships.  During his tenure at Sonic Automotive, he was a member of it’s Board of Directors.  From 1995 to 1997, Mr. Wright was a Senior Manager in Deloitte & Touche LLP’s Columbia, South Carolina office. From 1994 to 1995, he was a Senior Manager in Deloitte & Touche LLP’s National Office Accounting Research and SEC Services Department. Mr. Wright currently serves on the Board of Directors of Conn’s Inc (NASDAQ:CONN), a specialty retailer of home appliances, consumer electronics, computers, furniture and mattresses, and lawn and garden products.  As a Conn’s Inc Board of Director, he serves on Conn’s Compensation Committee and is Chairman of their Audit Committee.  Mr. Wright is the principal owner of a construction and agricultural equipment rental business, and he owns and operates a farm and ranch on 11,500 acres in Central Montana.  Mr. Wright received a B.A. from Davidson College.

 

About Titan Machinery Inc.

 

Titan Machinery Inc., founded in 1980 and headquartered in Fargo, North Dakota, is a multi-unit business with mature locations and newly acquired locations. The Company owns and operates one of the largest networks of full service agricultural and construction equipment stores in North America. The Titan Machinery network consists of 67 dealerships in North Dakota, South Dakota, Iowa, Minnesota, Montana, Nebraska and Wyoming, including three outlet stores, representing one or more of the CNH Brands (NYSE:CNH) Case IH, New Holland Agriculture, Case Construction, New Holland Construction, Kobelco and CNH Capital. Additional information about Titan Machinery Inc. can be found at www.titanmachinery.com.

 

 

Contact:

ICR, Inc.

John Mills, jmills@icrinc.com

310-954-1100