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) March 1, 2010 (February 26, 2010)

 

 

AVALON HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ohio		1-14105		34-1863889
(State or Other Jurisdiction		(Commission File		(IRS Employer
of Incorporation)		Number)		Identification No.)

One American Way, Warren, Ohio 44484

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 856-8800

(Former name and 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:

 

¨	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 240.13e4(c))

 

 

 

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AVALON HOLDINGS CORPORATION

Cross Reference Sheet showing location in Current Report of Information Required Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

		Current Report Item		Caption in Current Report
Section 1		Registrant’s Business and Operations
Item 1.01		Entry Into a Material Definitive Agreement		Not Applicable
Item 1.02		Termination of a Material Definitive Agreement		Not Applicable
Item 1.03		Bankruptcy or Receivership		Not Applicable
Section 2		Financial Information
Item 2.01		Completion of Acquisition or Disposition of Assets		Not Applicable
Item 2.02		Results of Operations and Financial Condition		Not Applicable
Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant		Not Applicable
Item 2.04		Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement		Not Applicable
Item 2.05		Costs Associated with Exit or Disposal Activities		Not Applicable
Item 2.06		Material Impairments		Not Applicable
Section 3		Securities and Trading Markets
Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing		Not Applicable
Item 3.02		Unregistered Sales of Equity Securities		Not Applicable
Item 3.03		Material Modification to Rights of Security Holders		Not Applicable
Section 4		Matters Related to Accountants and Financial Statements
Item 4.01		Changes in Registrant’s Certifying Accountant		Not Applicable
Item 4.02		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review		Not Applicable
Section 5		Corporate Governance and Management
Item 5.01		Changes in Control of Registrant		Not Applicable
Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers		Appointment of New Chief Executive Officer
Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year		Amendment to separate Positions Chairman of the Board and Chief Executive Officer & update descriptions

 

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Item 5.04		Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans		Not Applicable
Item 5.05		Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics		Not Applicable
		Current Report Item		Caption in Current Report
Section 6		[Reserved]
Section 7		Regulation FD
Item 7.01		Regulation RD Disclosure		Not Applicable
Section 8		Other Events
Item 8.01		Other Events		Not Applicable
Section 9		Financial Statements and Exhibits
Item 9.01		Financial Statements and Exhibits		Exhibits

 

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ITEM 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers

On February 26, 2010, the Board of Directors, pursuant to the Company’s corporate bylaws, increased the size of the Board from five members to six members.

The Board of Directors of Avalon Holdings Corporation (“Avalon”) then approved the appointment of Steven M. Berry as President and Chief Executive Officer effective March 1, 2010. The Board then elected Mr. Berry as a director, effective the same date. The Company issued a press release on March 1, 2010, announcing Mr. Berry’s appointment. A copy of the press release is attached hereto as Exhibit 99.1.

In addition, effective March 1, 2010, the Board of Directors granted the following stock options under the Company’s 2009 Long-Term Incentive Plan. Such options will vest over five years:

 

Name		Position		Options Granted
Steven M. Berry		President and Chief Executive Officer		450,000
Kenneth J. McMahon		Chief Executive Officer,
		American Waste Management Services, Inc.		150,000
Stephen L. Gordon		Director		90,000
Kurtis D. Gramley		Director		90,000

 

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 26, 2010, the Board approved amendments to the Company’s Code of Regulations, Article IV – Officers, effective February 26, 2010. The Board of Directors adopted a resolution to approve a change in the description of the positions of Chairman of the Board and the President. The change has the effect of separating the positions of Chairman of the Board and Chief Executive Officer.

Article IV – Officers of the Code of Regulations, as amended, is filed as Exhibit 3.2 hereto.

 

ITEM 9.01

Financial Statements and Exhibits

Exhibit Number

 

Exhibit 3.2		Article IV – Officers of the Code of Regulations, as amended, February 26, 2010
Exhibit 99.1		Press release dated March 1, 2010

 

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SIGNATURES

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.

 

DATED: March 1, 2010

 

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