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): January 27, 2014

 


 

LIQUIDITY SERVICES, INC.
(Exact name of registrant as specified in its charter)

 


 

Delaware

 

0-51813

 

52-2209244

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1920 L Street, N.W., 6th Floor, Washington, D.C., 20036
(Address of principal executive offices)  (Zip Code)

 

(202) 467-6868
(Registrant’s telephone number, including area code)

 

N/A
(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):

 

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           On January 27, 2014, Mr. Cayce Roy notified Liquidity Services, Inc. (the “Company”) of his decision to resign as Executive Vice President and President, Retail Supply Chain Group, effective as of February 7, 2014.  Mr. Roy is assisting the Company with the transition of his responsibilities.

 

Mr. James M. Rallo will serve as acting President, Retail Supply Chain Group following Mr. Roy’s resignation.  Mr. Rallo has served as the Company’s Chief Financial Officer and Treasurer since February 2005.  The Company anticipates a smooth transition of Mr. Roy’s responsibilities given Mr. Rallo’s extensive financial expertise, business acumen and leadership and his involvement in the development of the Company’s business strategy.

 

(c)           Effective as of February 5, 2014, Ms. Kathy Domino, the Company’s Vice President and Corporate Controller, will be appointed the Company’s Chief Accounting Officer.  Ms. Domino, age 57, will continue to report to Mr. Rallo.  Ms. Domino brings over 20 years of accounting, financial reporting and operations experience to her new role with the Company.  Ms. Domino has served as Corporate Controller since joining the Company in 2006.  Ms. Domino holds a bachelor’s degree in accounting and business administration from the University of Maryland and is a licensed certified public accountant.

 

In connection with the appointment, Ms. Domino’s base salary has been increased to $230,000 and her target bonus percentage has been increased to 45% of her base salary.  In addition, subject to approval of the Company’s board of directors, Ms. Domino will receive a grant of 8,000 shares of Company restricted stock, 50% of which will time vest and 50% of which will vest upon satisfaction of specified performance conditions.

 

There are no family relationships between Ms. Domino and any other director or executive officer of the Company.  The Company had no transactions, and has no transaction proposed, in which Ms. Domino, or any member of her immediate family, has a direct or indirect material interest.

 

Item 9.01

 

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release of Liquidity Services, Inc. dated January 31, 2014

 

The information furnished in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

2



 

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.

 

 

 

By:

/s/ James E. Williams

 

 

Name:

James E. Williams

 

 

Title:

Vice President, General Counsel and

 

 

 

Corporate Secretary

 

 

 

Date: January 31, 2014

 

 

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Press Release of Liquidity Services, Inc. dated January 31, 2014

 

4


Exhibit 99.1

 

Liquidity Services Announces Appointment of Jim Rallo as President of Retail Supply Chain Group

 

Company Veteran to Expand Role and Succeed Cayce Roy Following his Departure;

 

Kathy Domino Appointed as new Chief Accounting Officer

 

January 31, 2014 — WASHINGTON — Liquidity Services, Inc. (NASDAQ:LQDT), a global solutions provider in the reverse supply chain with leading online marketplaces for surplus assets, announced today the following senior leadership changes which are effective as of February 10, 2014:

 

Jim Rallo Promoted to President Retail Supply Chain Group

 

Building on his nine years of experience as a member of Liquidity Services’ executive leadership team, Jim Rallo will be promoted to President of Liquidity Services’ Retail Supply Chain Group and will be responsible for the company’s strategy, operations and service delivery to client organizations and buying customers in the retail supply chain sector.  Mr. Rallo joined Liquidity Services in February 2005 as CFO and Treasurer and has played an instrumental role in the company’s growth from a closely held private company to a global market leader with nearly $1 Billion in annual gross merchandise volume, over 1,300 employees and operations in 17 countries.  Mr. Rallo succeeds Cayce Roy who has resigned his position effective February 7, 2014 to pursue other opportunities. While Mr. Rallo will retain the CFO role, his day to day responsibilities will be delegated to Ms. Kathy Domino in her new role summarized below.

 

Kathy Domino Promoted to Chief Accounting Officer

 

An eight year veteran of Liquidity Services, Kathy Domino will be promoted to Chief Accounting Officer and will oversee the company’s day to day accounting, financial reporting and treasury operations. Ms. Domino joined Liquidity Services in 2006 and has served as our Vice-President & Corporate Controller during which time Liquidity Services has completed a successful IPO, follow-on equity offering and six material acquisitions while expanding the scope of its financial operations to 17 countries. Ms. Domino holds a bachelor’s degree in accounting and business administration from the University of Maryland and is a licensed certified public accountant

 

“I want to congratulate Jim and Kathy on their new roles and also thank Cayce for his five years leading our Retail Supply Chain Group— we thank him for his contributions and wish him well in his future endeavors,” said Mr. Angrick. “Jim Rallo is a high quality leader who is very knowledgeable about our markets, operations and growth opportunities. As a longstanding member of our leadership team, Jim has had extensive involvement in the development of our strategy and understands that building successful businesses requires teamwork, constant learning and a strong work ethic.  Jim is highly respected within our team and client organizations and brings the right mix of financial expertise, business acumen, and leadership to this new role which will ensure a smooth transition,” continued Mr. Angrick. “I am also very excited for Kathy in her new role as Chief Accounting Officer. Kathy is very familiar with our business model, leadership team and financial operations and brings over 20 years of accounting, financial reporting, and operations experience to her new role. We look forward to working with both Jim and Kathy in their new roles to support our continued growth and market leadership,” stated Mr. Angrick.

 



 

About Liquidity Services, Inc.

 

Liquidity Services, Inc. (NASDAQ: LQDT) provides leading corporations, public sector agencies, and buying customers the world’s most transparent, innovative, and effective online marketplaces and integrated services for surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over $4.3 billion of surplus, returned, and end-of-life assets in over 500 product categories, including consumer goods, capital assets, and industrial equipment. The company is based in Washington, D.C. and has approximately 1,300 employees. Additional information can be found at: http://www.liquidityservices.com.

 

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Contact:
Julie Davis, 202-558-6234
Sr. Director Investor Relations
julie.davis@liquidityservices.com