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) December 15, 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 January 17, 2006, Westinghouse Air Brake Technologies Corporation (“Wabtec”) announced that its Board of Directors appointed Albert J. Neupaver as president, chief executive officer and a director of Wabtec, effective February 1, 2006. For the past 9 years, Mr. Neupaver, 55, has served as the president of the Electromechanical Group of AMETEK, Inc. (NYSE: AME), a leading global manufacturer of electronic instruments and electric motors with annual sales of more than $1.5 billion. Mr. Neupaver joined AMETEK in 1988 as vice president and general manager of Specialty Metals and became president of the company’s Industrial Materials Group in 1993. Prior to that, Mr. Neupaver spent 11 years at Pfizer, Inc. in various engineering and managerial positions.
Mr. Neupaver succeeds William E. Kassling in his position as president and chief executive officer of Wabtec, who resigned from his position effective February 1, 2006. Mr. Kassling will continue as chairman of the Board and as a major stockholder.
Mr. Neupaver will serve as a director in the class whose term expires at Wabtec’s Annual Meeting of Stockholders in 2007, when he will stand for election. A copy of the press release issued by Wabtec 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 January 17, 2006 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: January 17, 2006
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated January 17, 2006. | 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
Wabtec Names Al Neupaver To Be President and Chief Executive Officer;
Bill Kassling To Continue As Chairman Of The Board and Major Stockholder
WILMERDING, Pa., Jan. 17, 2006 — Wabtec Corporation (NYSE: WAB) today announced that its Board of Directors has named Albert J. Neupaver to become the company’s president and chief executive officer, and appointed him to serve as a board member, effective Feb. 1. Neupaver, 55, succeeds William E. Kassling, who will continue as chairman of the company’s board and as a major stockholder.
For the past nine years, Neupaver has been president of the Electromechanical Group of AMETEK, Inc. (NYSE: AME), a leading global manufacturer of electronic instruments and electric motors with annual sales of more than $1.5 billion. Under Neupaver’s leadership, the Electromechanical Group has increased its operating profit by almost 60 percent, more than twice the rate of its sales growth. Also during that time, the group drove the development of AMETEK’s lean manufacturing culture, which has since been adopted throughout the company. Neupaver joined AMETEK in 1988 as vice president and general manager of its Specialty Metals Products Division. In 1993, he was promoted to president of the company’s Industrial Materials Group and became a member of the Executive Office.
“Al’s mix of analytical, managerial and technical skills provides him with all the necessary capabilities to lead Wabtec into the future,” said Kassling, who will remain active in helping to formulate the company’s strategic direction and in communicating with the financial community. “The company has never been stronger financially, and I look forward to working with Al and his team to continue to build shareholder value.”
Prior to joining AMETEK, Neupaver spent 11 years with Pfizer, Inc. in several engineering, operating and business management positions. A native of Belle Vernon, Pa., he earned a Bachelor’s Degree in Mechanical Engineering from the U.S. Naval Academy in 1972 and served as an officer on nuclear submarines from 1972-77. After 30 years of service, he retired from the U.S. Naval Reserves as a captain in 2002. While he was with Pfizer, Neupaver earned a Master’s Degree in Materials Science and Metallurgical Engineering (1980) and a Master’s Degree in Business Administration (1982), both from the University of Pittsburgh. He has three adult children, two grandchildren and lives with his wife, Barbara, in McMurray, Pa.
“It’s clear to me that Wabtec has many opportunities for future growth, along with an impressive team of people,” Neupaver said. “In particular, I’m excited about the opportunity to explore appropriate ways to put Wabtec’s strong balance sheet and cash flow to work, either through acquisitions or other means.”
Wabtec Corporation (www.wabtec.com) is North America’s largest provider of value added, technology-based products and services for the rail industry.
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