Current Report Filing (8-k)
March 07 2022 - 8:54AM
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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):
March 2, 2022
QualTek Services Inc.
(Exact Name of Registrant as Specified in
Its Charter)
| Delaware |
|
001-40147 |
|
83-3584928 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
475
Sentry Parkway E, Suite 200
Blue
Bell, PA 19422 |
| (Address of Principal Executive Offices, and Zip
Code) |
(484)
804-4585
(Registrant’s Telephone Number, Including
Area Code)
None
(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:
| |
¨ |
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)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Class A Common Stock |
QTEK |
The Nasdaq Stock Market LLC |
| Warrants |
QTEKW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Departure of Renee Noto as a Director
On March 2, 2022, Renee Noto, a member of the Board of Directors (the
“Board”) of QualTek Services Inc. (the “Company”), notified the Company that she was resigning from the Board
effective immediately. Ms. Noto’s resignation is not the result of any disagreement with the Company relating to its operations,
policies or practices or with its Board or management.
A copy of Ms. Noto’s resignation letter is attached hereto as Exhibit 17.1.
Election of Daniel Lafond as a Director
On March 2, 2022, at the recommendation of the Nominating and Corporate
Governance Committee, the Board elected Daniel Lafond as an independent director of the Company, effective immediately, to fill the vacancy
created by Ms. Noto’s resignation, with a term expiring at our annual meeting of stockholders in 2024 or
until his successor is duly elected and qualified or until his earlier resignation, removal or death. The Board also appointed
Mr. Lafond to serve as a member of the Audit Committee.
Mr. Lafond will be compensated similarly to the other non-employee
directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on January 24, 2022.
Mr. Lafond joins the Board with more than 20 years of experience in
the telecommunications and technology industries, including in many senior leadership roles at AT&T Inc., Comcast Corporation (“Comcast”)
and QuadGen Wireless Solutions Inc. Most recently, Mr. Lafond served seven years as Senior Vice President of Sales at Comcast. In this
role, Mr. Lafond led the transformation strategy for Xfinity sales channels and operations. Mr. Lafond helped drive customer growth by
investing in sales channel to better serve the customer, as well as creating a more centralized sales operations function to help support
the employee serving the customers of Xfinity. Mr. Lafond graduate from LaSalle University with a B.S. in Accounting.
| Item 7.01 | Regulation FD Disclosure |
On March 7, 2022, QualTek issued a press release announcing the appointment
of Mr. Lafond to the Board. The press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURE
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 hereunto duly authorized.
| |
QUALTEK SERVICES
INC. |
| |
|
|
| |
|
|
| Date: March 7, 2022 |
By: |
/s/
Christopher S. Hisey |
| |
Name: |
Christopher S. Hisey |
| |
Title: |
Chief Executive Officer |
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