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): October 1, 2010
TITAN MACHINERY INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33866 |
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45-0357838 |
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(Commission File Number) |
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(IRS Employer |
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Identification No.) |
644 East Beaton Drive, West Fargo ND 58078-2648
(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.
Effective October 1, 2010, 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 nine and elected Stanley Dardis as a Class III director. Mr. Dardis 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. In April 2010, Mr. Dardis retired from his position as Chief Executive Officer and a director of Bremer Financial Corporation, a bank holding company. The Company has a credit facility, consisting of a term loan and a revolving line of credit, with Bremer Bank National Association, a subsidiary of Bremer Financial Corporation. The Company’s credit facility with Bremer Bank National Association was made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time such facility was executed for comparable loans with other unrelated banks and did not involve more than the normal risk of collectibility or other unfavorable features.
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 October 1, 2010
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.
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TITAN MACHINERY INC. |
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Date: October 1, 2010 |
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/s/ Mark Kalvoda |
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Mark Kalvoda |
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Chief Accounting Officer |
Exhibit 99.1
TITAN MACHINERY APPOINTS STAN DARDIS TO BOARD OF DIRECTORS
FARGO, N.D—October 1, 2010— Titan Machinery Inc. (NASDAQ:TITN) announced today that it has appointed Stan Dardis to its Board of Directors, effective October 1, 2010. With the appointment of Mr. Dardis, the Board now consists of nine board members, including six independent members.
“We are pleased that Stan has accepted the invitation to join our Board of Directors,” said David Meyer, Titan Machinery’s Chairman and CEO. “Stan has over 35 years of experience at banks/financial institutions in the Upper Midwest, including his most recent position as CEO and Director of Bremer Financial Corporation. We believe his financial, organizational and governance expertise, leadership experience, and extensive knowledge of our customer base will be a tremendous resource in our future endeavors.”
“Titan Machinery has built a very strong operating platform and I am pleased to be appointed to the Company’s Board of Directors,” said Mr. Dardis. “I look forward to applying my experience and providing my insight to Titan Machinery as it continues to solidify its position as a leading agriculture and construction equipment dealership network.”
From 1998 to April 2010, Mr. Dardis served as Chief Executive Officer and Director of Bremer Financial Corporation, a bank holding company composed of nine bank subsidiaries, a Trust company, and an insurance company, headquartered in St. Paul, Minnesota. During his tenure as CEO, Bremer Financial Corporation delivered strong asset growth, net income growth, and return on equity that resulted in significant improvements in peer group ranking U.S. Bank holding companies in the $3 - $10 billion asset range. From 1995 to 1998, he served as Bremer Financial Corporation’s President and Chief Operating Officer, and prior to that, he was the Company’s Executive Vice President — Retail Banking. From 1986 to 1993, Mr. Dardis held positions of increasing responsibility at Metropolitan Federal Bank, including serving as President, Chief Executive Officer, and Director from 1990 to 1993. Mr. Dardis also served as a member of the Office of the Chairman of Metropolitan Financial Corporation from 1990 to 1993. Metropolitan Financial Corporation was sold and merged into U.S. Bank. From 1982 to 1986, he served as Executive Vice President of Norwest Bank. Mr. Dardis served in the United States Air Force as a pilot and instructor pilot from 1971 to 1975. He received a B. S. from North Dakota State University and is a graduate of the University of Wisconsin Graduate School of Banking.
About Titan Machinery Inc.
Titan Machinery Inc., founded in 1980 and headquartered in West Fargo, North Dakota, is a multi-unit business with mature locations and newly-acquired locations. The Company owns and operates a network of full service agricultural and construction equipment stores in the United States. The Titan Machinery network consists of 71 dealerships in North Dakota, South Dakota, Iowa, Minnesota, Montana, Nebraska and
Wyoming, including two outlet stores, representing one or more of the CNH Brands (NYSE:CNH), including 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