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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: April 12, 2006
GENTEX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Michigan 0-10235 38-2030505
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 North Centennial Street
Zeeland, Michigan 49464
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 772-1800
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(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)).
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) Gentex Corporation has announced that the Company's Executive Vice
President Garth Deur is departing the Company to pursue other
opportunities as of April 12, 2006.
(c) In addition, effective April 12, 2006, the Company's Vice President
- Finance and Chief Financial Officer Enoch Jen has been promoted to
Senior Vice President and retains the role of Chief Financial
Officer.
Based upon an agreement reached and formalized with the Company on
April 7, 2006, the Company also announced the appointment of Steve
Dykman, 40, as the Company's Vice President - Finance and Chief
Financial Officer, effective upon Mr. Jen's previously announced
plan to retire as the Company's Chief Financial Officer effective
January 2, 2007. Mr. Dykman has served as the Company's Treasurer
and Director of Accounting and Finance since November 2002, and
previously served as the Company's Controller since November 1995.
Mr. Dykman has no family relationships with any director or
executive officer of the Company.
Mr. Dykman does not have a written employment agreement and will be
an at-will employee as is the case with all employees of the
Company. He will receive a base salary of $145,000, and will be
eligible for a profit-sharing bonus and a discretionary bonus, which
bonuses and grants are available to all salaried employees and
officers generally and which in operation provide for the same
method of allocation of benefits between management and
non-management participants. In addition, it will be recommended
that he receive a 12,000-share stock option grant and a restricted
stock grant of 5,000 shares at his next regularly scheduled grant
date at the end of the fourth quarter of 2006, subject to the
approval of the Company's Compensation Committee. There is no other
arrangement or understanding pursuant to which he was selected as
Vice President - Finance and Chief Financial Officer effective
January 2, 2007.
A copy of the Corporation's News Release concerning this
announcement is attached as Exhibit 99.1.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d). Exhibit 99.1.
News Release Dated April 12, 2006.
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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 thereunto duly authorized.
Dated: April 12, 2006 GENTEX CORPORATION
(Registrant)
By /s/ Fred Bauer
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Fred Bauer
Its Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
99.1 News Release Dated April 12, 2006.
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Exhibit 99.1
CONTACT: Connie Hamblin RELEASE: April 12, 2006
(616) 772-1800
GENTEX ANNOUNCES MANAGEMENT APPOINTMENTS AND CHANGES
ZEELAND, Michigan, April 12, 2006 -- Gentex Corporation, the Zeeland,
Michigan-based manufacturer of automatic-dimming rearview mirrors and commercial
fire protection products, today announced that the Company's Executive Vice
President Garth Deur is departing the Company to pursue other opportunities. In
addition, effective immediately, the Company's Vice President - Finance and
Chief Financial Officer Enoch Jen has been promoted to Senior Vice President and
retains the role of Chief Financial Officer. The Company also announced the
appointment of Steve Dykman as the Company's Vice President - Finance and Chief
Financial Officer, upon Jen's previously announced plan to retire effective
January 2, 2007.
"While we are sad to see Garth leave, we have appreciated his valuable
contributions at the Company over the past five years and wish him success in
his future endeavors," said Gentex Chairman and Chief Executive Officer Fred
Bauer. "We do wish him well."
"We were, unfortunately, unable to reach a mutually agreeable solution
to Garth's short- and long-term compensation requirements, as an integral part
of our culture mandates that all team members share in the financial
opportunities and sacrifices alike at the Company - just as our shareholders and
other employees do."
In connection with the earlier announcement on February 21, 2006, that
Jen had informed the Company of his plans to retire effective January 2, 2007,
Steve Dykman, the Company's Treasurer and Director of Accounting and Finance,
has been appointed to the position of Vice President-Finance and Chief Financial
Officer, effective January 2, 2007. Bauer said that Dykman joined the Company
over twelve years ago as Finance and Tax Manager and has steadily assumed
increasing responsibilities within the Company.
"We are pleased that Steve has accepted this key position and look
forward to a smooth transition and the continued high quality of accounting and
financial reporting at Gentex," said Bauer.
Dykman graduated from Ferris State University, obtained his CPA
Certificate, and worked as Tax Manager at Gantos, Inc. prior to joining the
Company.
Jen is expected to remain at the Company through this management
transition.
A conference call related to this news release will be simulcast live
on the Internet beginning at 8:15 a.m (EDST) April 13, 2006. To access that
call, go to http://www.gentex.com and select the "Audio Webcast" icon in the
lower right-hand corner of the page. Other conference calls hosted by the
Company will also be available at that site in the future.
Founded in 1974, Gentex Corporation (Nasdaq: GNTX) is an international
company that provides high-quality products to the worldwide automotive industry
and North American fire protection market. Based in Zeeland, Michigan, the
Company develops, manufactures and markets interior and exterior
automatic-dimming automotive rearview mirrors that utilize proprietary
electrochromic technology to dim in proportion to the amount of headlight glare
from trailing vehicle headlamps. Many of the mirrors are sold with advanced
electronic features, and approximately 95 percent of the Company's revenues are
derived from the sales of auto-dimming mirrors to nearly every major automaker
in the world.