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

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-22462		16-1445150
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3556 Lake Shore Road
P.O. Box 2028

Buffalo, New York		14219-0228
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (716) 826-6500

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:

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

Retirement of Chief Financial Officer, Executive Vice President and Treasurer

In connection with his retirement, which will be effective as of April 28, 2008, David W. Kay resigned from his positions as Chief Financial Officer, Executive Vice President and Treasurer of Gibraltar Industries, Inc. (the “Company”), effective as of March 17, 2008. Mr. Kay will remain an employee of the Company to assist with the transition until his retirement.

Appointment of New Chief Financial Officer and Senior Vice President

On March 17, 2008, the Company announced the appointment of Kenneth W. Smith as its new Senior Vice President and Chief Financial Officer effective March 18, 2008.

Mr. Smith, 57, served as Chief Financial Officer of Circor International (NYSE: CIR), a global manufacturer of flow control components sold to aerospace, chemical processing, pharmaceutical, maritime, and oil and gas end markets, since 2000. Circor had annual sales of approximately $650 million in 2007, and 2,500 employees at 18 manufacturing locations across China, Europe, Canada, and the U.S.

Mr. Smith earned his bachelor’s degree in business administration from Adrian College in Adrian, MI, and an MBA in finance from the Rochester Institute of Technology. He is a Certified Public Accountant.

Mr. Smith has no family relationship with any executive officer or director of the Company. In addition, neither Mr. Smith nor any member of his immediate family has engaged in any transaction, or series of similar transactions, with the Company or any subsidiaries of the Company since January 1, 2007 involving more than $120,000.

Mr. Smith will be provided with an annual base salary of $325,000. As an executive officer, in addition to his base salary and other employee benefits available to all salaried employees at the Company’s headquarters, Mr. Smith is eligible for awards under the terms of the Company’s Management Incentive Compensation Plan, Long Term Incentive Plan, Management Stock Purchase Plan and 401(k) Restoration Plan. In addition, as an executive officer, Mr. Smith is provided with tax and financial planning, executive physicals and is entitled to participate in the Company’s Senior Executive Life Insurance Program and the Senior Executive Automobile Program.

ITEM 8.01 Other Events

A copy of the Company’s press release announcing the appointment of its new Chief Financial Officer and Senior Vice President is furnished with this report as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

a.

Financial Statements of Businesses Acquired

— Not Applicable

b.

Pro Forma Financial Information

— Not Applicable

c.

Shell Company Transactions

— Not Applicable

d.

Exhibits

Exhibit 99.1 Press Release dated March 17, 2008

SIGNATURES

     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.

Dated: March 20, 2008

EXHIBIT INDEX

Exhibit
No.		Description
Exhibit 99.1		Press Release dated March 17, 2008

Exhibit 99.1

For Immediate Release
March 17, 2008

GIBRALTAR NAMES KENNETH W. SMITH SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER

David Kay is Retiring After a Successful Career at Gibraltar

     BUFFALO, NEW YORK (March 17, 2008) — Gibraltar Industries, Inc. (NASDAQ: ROCK) today announced that its Board of Directors has named Kenneth W. Smith Senior Vice President and Chief Financial Officer, effective March 18. David W. Kay, formerly Gibraltar’s Chief Financial Officer, has retired.

     Smith has served as Chief Financial Officer of Circor International (NYSE: CIR), a global manufacturer of flow control components sold to aerospace, chemical processing, pharmaceutical, maritime, and oil and gas end markets, since 2000. Circor has annual sales of approximately $650 million, and 2,500 employees at 18 manufacturing locations across China, Europe, Canada, and the U.S. Smith’s key activities at Circor included leading the due diligence and financial valuation for the successful completion of 12 accretive acquisitions; improving the operational focus, including a reduction in the effective tax rate by 500 basis points over the last four years; creating a stronger capital structure through a successful secondary equity offering and the restructuring of the debt facility; and strengthening corporate governance and investor relations initiatives. Circor’s stock experienced a more than four-fold share-price increase during his tenure as CFO.

     Prior to Circor, Smith was Vice President of Finance for North Safety Products, a manufacturer of personal protection equipment for employees of industrial companies, for four years. Before that, he was Finance Director of Digital Equipment Corporation, a $12-billion manufacturer of computer hardware and software and a provider of integration services, for ten years. Smith began his career as a Senior Audit Manager at Ernst & Young, in their Rochester, NY office, where he served for ten years.

     Smith earned his bachelor’s degree in business administration from Adrian College in Adrian, MI, and an MBA in finance from the Rochester Institute of Technology. He is a Certified Public Accountant.

     “Ken Smith’s impressive background of improving the operations and financial performance of large, diverse, international manufacturing companies has equipped him with the exact tools and experience we need to accelerate Gibraltar’s strategic transformation, increase our profitability, and enhance stakeholder value,” said Brian J. Lipke, Gibraltar’s Chairman and Chief Executive Officer.

     “Ken is an accomplished leader whose financial analysis skills, ideas for margin improvements, and ability to execute operating initiatives will significantly contribute to the progress we are making in these areas. Ken is a strong addition to our executive leadership team,” said Henning N. Kornbrekke, Gibraltar’s President and Chief Operating Officer.

     Gibraltar also thanked and acknowledged Dave Kay for the many contributions he made during his successful four-year career with the Company.

—more—

Gibraltar Names Kenneth W. Smith Senior Vice President and Chief Financial Officer
Page Two

     Gibraltar Industries is a leading manufacturer, processor, and distributor of products for the building, industrial, and vehicular markets. The company serves customers in a variety of industries in all 50 states and throughout the world. It has approximately 3,800 employees and operates 76 facilities in 27 states, Canada, China, England, Germany, and Poland. Gibraltar’s common stock is a component of the S&P SmallCap 600 and the Russell 2000^® Index.

     Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to a number of risk factors, including: general economic conditions; the impact of the availability and the effects of changing raw material prices on the Company’s results of operations; energy prices and usage; the ability to pass through cost increases to customers; changing demand for the Company’s products and services; risks associated with the integration of acquisitions; and changes in interest or tax rates.

—30—

CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at 716/826-6500, khouseknecht@gibraltar1.com.

Gibraltar’s news releases, along with comprehensive information about the Company, are available on the Internet, at http://www.gibraltar1.com.