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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
August 1, 2023
IEH
Corporation
(Exact Name of Registrant as Specified in Charter)
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New York |
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0-5278 |
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13-5549348 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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140 58th Street, Suite 8E
Brooklyn, New York 11220
(Address of Principal Executive Offices, and Zip
Code)
(718) 492-4440
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
IEHC |
OTC Pink Market |
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):
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☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
On
July 31, 2023, Dr. Sonia Marciano, a member of the Board of Directors (the “Board”) of IEH Corporation (the “Company”)
notified Dave Offerman, the Chairman of the Board of Directors of her decision to resign from the Board effective immediately. Dr. Marciano
stated that she was not resigning because of a disagreement with the Company relating to the Company’s operations, policies or practices.
On
August 1, 2023, the Board met via conference telephone call and accepted Dr. Marciano’s resignation from the Board. Also at the
same meeting, the Board elected Mr. John P. Spiezio to fill the vacancy created by the resignation of Dr. Marciano effective immediately.
Mr. Spiezio will serve for an initial term expiring at the Company’s next annual meeting to be held and until his successor has
been elected and qualified, or until his earlier resignation or removal. The Board has determined that Mr. Spiezio is an “independent
director” in accordance with the listing standards of the OTC Pink Market. The Board also appointed Mr. Spiezio to its Audit Committee.
As of the date
of this report, neither Mr. Spiezio, nor any of his immediate family members, is a party, either directly or indirectly, to any transaction
that would be required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Spiezio will be compensated consistent with the Company’s
compensation programs for non-employee directors as previously disclosed in the Company’s definitive proxy statement dated November
23, 2020.
At the August
1 Board meeting, the Board also ratified and approved the recommendation of the Compensation Committee increasing the basic director fee
per annum from $5,000 to $10,000 for each non-employee director and granting each non-employee director on a one-time basis non-qualified
stock options to purchase 5,000 shares of the Company’s common stock.
Mr.
Spiezio has extensive experience in the aerospace and defense industries. After studying Economics, Computer Science, and
Mathematics at Marquette University, he returned to New York and began his 33-year career as the third-generation leader at
Hicksville Machine Works, Inc. (“HMW”), a supplier to prime aerospace & defense contractors throughout North America
and Europe as well as the Department of Defense directly. Over that time he gained extensive experience in operations, business
development, and governance of a business operating in this specialized industry. After HMW was sold in 2019, Mr. Spiezio worked,
from March 2019 to April 2021, for a private equity firm engaged in building a vertically integrated company that could produce and
supply entire integrated systems to the aerospace and defense industries. Mr. Spiezio serves on the corporate boards of MicroMetl
Corporation and GRC Reality. Mr. Spiezio is also currently the Chairman of ADDAPT,
an industry group focused on defense and aerospace suppliers based in New York State.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
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
IEH Corporation
By: /s/ David Offerman
Name: David Offerman
Title: President and Chief Executive Officer
Date: August 4, 2023
IEH CORP ANNOUNCES CHANGES TO BOARD OF DIRECTORS
BROOKLYN, N.Y., AUGUST 4, 2023 – IEH Corporation (OTC: IEHC)
announced today that John Spiezio has joined its board of directors, and Sonia Marciano has resigned from the board.
Dave Offerman, President and CEO of IEH Corporation commented, “We’re
very excited to welcome John Spiezio to IEH’s board of directors. John has extensive experience in the aerospace and defense industries.
After studying Economics, Computer Science, and Mathematics at Marquette University, John returned to New York and began his thirty-three-year
career as the third-generation leader at Hicksville Machine Works, a supplier to prime aerospace & defense contractors throughout
North America and Europe as well as the Department of Defense directly. Over that time John gained extensive experience in operations,
business development, and governance of a business operating in this specialized industry. After selling HMW in 2019, John worked for
a private equity firm engaged in building a vertically integrated company that could produce and supply entire integrated systems to the
A & D industries. This allowed him to expand his knowledge in the field of mergers and acquisitions. John gained valuable insight
into corporate valuation, strategic analysis, and the integration of acquired firms into existing operations and corporate culture. John
serves on several corporate boards, both as a director and in an advisory role. John also serves as the Chairman of ADDAPT, an industry
group focused on defense and aerospace suppliers based in New York state. We look forward to John’s contributions and insight.
After seven years as a member of the board of directors, Sonia Marciano
has decided to step down from the board. We thank her for her efforts and wish her the best of luck going forward.”
About IEH Corporation
For 80 years and 4 generations of family-run management, IEH Corporation
has designed, developed, and manufactured printed circuit board (PCB) connectors, custom interconnects and contacts for high performance
applications. With its signature Hyperboloid technology, IEH supplies the most durable, reliable connectors for the most demanding environments.
The company markets primarily to companies in defense, aerospace, space and industrial applications, in the United States, Canada, Europe,
Southeast and Central Asia and the Mideast. The company was founded in 1941 and is headquartered in Brooklyn, New York.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements contained in this press release, and in related
comments by the Company’s management, include “forward-looking statements.” All statements, other than statements of
historical facts, including, without limitation, statements or expectations regarding our financial condition, statements or expectations
regarding our revenues, cash and backlog, expectations regarding future cash requirements, revenue and revenue recovery, including for
fiscal year 2024, projected timelines for making our SEC filings or successfully preventing our registration from suspension or revocation
and expectations regarding our efforts and ability to resolve our inventory accounting issues are forward-looking statements. These statements
often include words such as “believe,” “expect,” “estimate,” “plan,” “will,”
“may,” “would,” “should,” “could,” or similar expressions, although not all forward-looking
statements contain such identifying words. These statements are based on certain assumptions that the Company has made on its current
expectations and projections about future events. The Company believes these judgments are reasonable, but you should understand that
these statements are not guarantees of performance or results, and you should not place undue reliance on any forward-looking statements.
The Company’s actual performance or results could differ materially from those expressed in the forward-looking statements due to
a variety of important factors, both positive and negative, as they will depend on many factors about which we are unsure, including many
factors beyond our control. Among other items, such factors could include: any claims, investigations or proceedings arising as a result
of our past due Securities and Exchange Commission (“SEC”) periodic reports, including changes in the proceedings related
to the SEC’s Order Instituting Administrative Proceedings and Notice of Hearing pursuant to Section 12(j) of the Securities and
Exchange Act of 1934, as amended; our ability to remediate our inventory accounting issue; our ability to reduce costs or increase revenue;
changes in the macroeconomic environment or in the finances of our customers; changes in accounting principles, or their application or
interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates; our ability to attract and retain
key employees and key resources; and other risk factors discussed from time to time in our filings with the SEC, including those factors
discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on June 22, 2023,
and in subsequent reports filed with or furnished to the SEC. Additional information concerning these and other factors can be found in
our filings with the SEC. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified
in their entirety by the foregoing cautionary statements. Except as may be required by applicable law, we do not undertake or intend to
update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this
press release as a result of new information or future events or developments. Thus, you should not assume that our silence over time
means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider
the various disclosures we make in our filings with the SEC that attempt to advise interested parties of the risks, uncertainties and
other factors that may affect our business.
Contact:
Dave Offerman
IEH Corporation
dave@iehcorp.com
718-492-4448
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