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 20, 2007
TREX COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14649 | 54-1910453 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 160 Exeter Drive Winchester, Virginia |
22603-8605 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (540) 542-6300
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 (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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On July 20, 2007, Anthony J. Cavanna, the Chairman of the Board and Chief Executive Officer of Trex Company, Inc. (the “Company”), informed the Board of Directors of the Company (the “Board”) of his decision to retire from his position as Chief Executive Officer of the Company. Mr. Cavanna’s retirement will be effective on August 15, 2007. Mr. Cavanna will continue to serve as Chairman of the Board.
(c) On July 20, 2007, the Board appointed Andrew U. Ferrari, the President and Chief Operating Officer and a member of the Board, as Chief Executive Officer, effective as of Mr. Cavanna’s retirement on August 15, 2007. Mr. Ferrari, age 60, has served as President and Chief Operating Officer of the Company since August 2005 and has been a member of the Board since 1998. From March 2003 until August 2005, he was a marketing and business development consultant. Mr. Ferrari served as Executive Vice President of Marketing and Business Development of the Company from October 2001 through March 2003, and of TREX Company, LLC, which was the Company’s wholly-owned subsidiary until December 31, 2002, from October 2001 through December 2002. He served as Executive Vice President of Sales and Marketing of the Company from September 1998 to October 2001, and of TREX Company, LLC from August 1996 to October 2001. From 1989 to 1996, Mr. Ferrari held various positions with Mobil Chemical, including Director of Sales and Marketing of the Composite Products Division, New Business Manager, and Marketing Director of the Consumer Products Division. Mr. Ferrari received a B.A. degree in economics from Whitman College and an M.B.A. degree from Columbia University.
The Company’s press release, dated July 26, 2007, related to the matters discussed under this Item 5.02 is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Trex Company herewith files the following exhibit:
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated July 26, 2007 |
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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.
| TREX COMPANY, INC. | ||
| Date: July 26, 2007 | /s/ Anthony J. Cavanna | |
| Anthony J. Cavanna | ||
| Chairman and Chief Executive Officer | ||
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Index to Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press release dated July 26, 2007 |
4
 |
Exhibit 99.1 |
| FOR IMMEDIATE RELEASE | Contact: | |
| Harriet Fried | ||
| Lippert/Heilshorn & Assoc. | ||
| (212) 838-3777 |
Trex Company Announces Retirement of CEO Anthony J. Cavanna;
President and COO Andrew U. Ferrari Elected to Post
Anthony Cavanna to Continue as Chairman of the Board
WINCHESTER, Va. – July 26, 2007 – Trex Company, Inc. (NYSE: TWP), manufacturer of Trex® decking, railing and fencing, today announced that Anthony J. Cavanna will retire as chief executive officer effective August 15, 2007. He will be succeeded by Andrew U. Ferrari, president and chief operating officer. Mr. Cavanna will continue as chairman of the board.
Mr. Ferrari, 60, was one of the four original executives who founded Trex in 1996 and took the company public in 1999. He has been president and chief operating officer since 2005 and a director since 1998. He was previously executive vice president of sales and marketing.
Mr. Cavanna commented, “It’s been an honor and a privilege to lead Trex and its employees. After more than 10 years as a founder, executive and board member, I have asked the Board to accept my decision to retire from the company’s day-to-day activities. I am very pleased that Andy has been elected CEO. His knowledge of our market, products and strategies is unsurpassed, and all of us on the Board agree that he is the right person to successfully guide Trex to its next stage of growth.”
Mr. Ferrari stated, “I appreciate the Board’s confidence in me and am pleased that Tony will be staying on as chairman, making his wealth of experience available to us. Tony’s many contributions have been crucial to the success of Trex over the years. He has been an extremely dedicated leader whose commitment to Trex’s shareholders, customers and employees has been evident in all his activities.”
Mr. Cavanna, 68, was also one of the original four executives who formed Trex and took the company public. He has served as a director since 1998 and as chairman and chief executive officer since 2005. He was previously executive vice president and chief financial officer.
About Trex Company
Trex Company is the nation’s largest manufacturer of composite decking, railing and fencing, with over 15 years of product experience. Products are marketed under the brand name Trex®. Made from a unique formulation of reclaimed wood and plastic, combined through a proprietary process, Trex decking, railing and fencing offer significant design flexibility with fewer ongoing maintenance requirements than wood. For more information, visit the Company’s website, www.trex.com. Trex® is a trademark of Trex Company, Inc., Winchester, Va.