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 19, 2005
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13782 | 25-1615902 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1001 Airbrake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
(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)) |
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 19, 2005, the Board of Directors of Westinghouse Air Brake Technologies Corporation (“Wabtec”) appointed Gary Valade as a member of its Board of Directors to fill a vacancy on the Board. Mr. Valade will serve as a director in the class whose term expires at Wabtec’s Annual Meeting of Stockholders in 2006, when he will stand for election. Mr. Valade was appointed as a member of the Audit Committee of the Board. A copy of the press release issued by Wabtec on July 25, 2005 announcing this appointment is included as Exhibit 99.1 of this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
The following exhibit is filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press release dated July 25, 2005 regarding the matter referenced in Item 5.02. |
SIGNATURE
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 hereunto duly authorized.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ Alvaro Garcia-Tunon | |
| Alvaro Garcia-Tunon Chief Financial Officer | ||
Date: July 25, 2005
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated July 25, 2005. | Filed herewith |
Exhibit 99.1
1001 Air Brake Avenue
Wilmerding, PA 15148 Phone: 412.825.1543 Fax: 412.825.1789
Contact: Tim Wesley at (412) 825-1543
Gary Valade Joins Wabtec’s Board Of Directors
WILMERDING, Pa., July 25, 2005 – Wabtec Corporation (NYSE: WAB) today announced that Gary C. Valade, a long-time auto industry executive, has been appointed to its Board of Directors, effective immediately. Valade, 62, will serve as a member of the class of directors whose term expires at Wabtec’s 2006 annual meeting, at which time he will stand for election. Valade’s appointment increases the number of Wabtec directors to nine, seven of which are independent as defined by the New York Stock Exchange.
Valade, who will serve on the Audit Committee of the board, retired from DaimlerChrysler in 2003 as a member of the Board of Management and as executive vice president of Global Procurement and Supply. From 1993-98, he was executive vice president and chief financial officer of Chrysler Corporation and a member of the Office of the Chairman. A native of Detroit, Valade joined Chrysler in 1968 and held a variety of financial positions, including corporate controller.
“We are pleased to welcome Gary to the board and believe that his extensive financial experience in a manufacturing environment will be a valuable resource to the company,” said William E. Kassling, chairman, president and chief executive officer of Wabtec.
Wabtec Corporation (www.wabtec.com) is one of North America’s largest providers of value-added, technology-based products and services for the rail industry. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services, including locomotive and freight car fleet maintenance. The company has facilities located throughout the world. Wabtec’s mission is to be judged by its stakeholders as the world-class corporation focused on helping its global customers compete more effectively through higher levels of safety, quality and productivity.
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