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): April 26, 2007


WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-33076

 

14-1951112

(State of other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

2401 East Katella Avenue, Suite 300, Anaheim, California 92806

(Address of Principal Executive Offices)

 

 

 

 

 

Registrant’s telephone number, including area code: (800) 424-9144

 

 

 

 

 

Not Applicable

(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.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.

On April 26, 2007, Willdan Group, Inc. (the “Company”) announced the appointment by its board of directors (the “Board”) of John M. Toups to the Board as well as to the audit committee of the Board.

Mr. Toups served as President and Chief Executive Officer of Planning Research Corporation (“PRC”), a global engineering and technology services firm, from 1978 until his retirement in 1987.  Prior to that, Mr. Toups served in various executive positions with PRC.  For a short period of time in 1990, he served as interim Chairman of the Board of Directors and Chief Executive Officer of the National Bank of Washington and Washington Bancorp.   Mr. Toups serves as a director of three public companies: Halifax Corporation, an electronic services company, GTSI Corp., a reseller of software and hardware, and NVR, Inc., a homebuilding and mortgage banking company.  In addition, he serves as a director of two privately held companies, Information Technology Analysis Corporation (“ITAC”), an information technology services firm, and Dewberry & Davis, an engineering services firm.  Mr. Toups received his B.S. in Civil Engineering from the University of California at Berkeley in 1949. He is a registered civil engineer in California and Maryland and a fellow of the American Society of Civil Engineers.

Item 7.01.              Regulation FD Disclosure.

The Company issued a press release dated April 27, 2007.  The press release announced the appointment of Mr. Toups to the Company’s Board.  The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety.  The information in this Item 7.01 and the exhibit attached hereto is being furnished (not filed) under Item 7.01 of Form 8-K.

Item 9.01               Financial Statements and Exhibits

(d)          Exhibits

99.1         Press Release dated April 27, 2007

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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.

WILLDAN GROUP, INC.

 

 

 

 

Date: April 27, 2007

By:

/s/ Mallory McCamant

 

 

 

Mallory McCamant

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit No.

 

Document

 

 

 

99.1

 

Press Release dated April 27, 2007

 

4



Exhibit 99.1

FOR IMMEDIATE RELEASE

Willdan Group, Inc. Elects John M. Toups to Board of Directors

ANAHEIM, Calif., April 27, 2007 – Willdan Group, Inc. (“Willdan”)

(NASDAQ:WLDN), a leading provider of outsourced services to public agencies, today announced that its board of directors has elected John M. Toups, retired Chairman and CEO of Planning Research Corporation (“PRC”), as a member of its Board of Directors.  Mr. Toups has also been appointed to the company’s Audit Committee.

“John’s track record in the professional services industry is more than impressive,” says Tom Brisbin, Willdan’s CEO, “John was the founder of an engineering firm in Orange County, California, that provided services very similar to Willdan’s.  His experience in growing a company, mergers and acquisitions and diversification in a publicly traded professional services firm will prove invaluable to Willdan.  There are few people in this niche of our industry that we can call upon for this kind of insight and proven experience.  Willdan is privileged to have him as a member of its board.”

Mr. Toups served as President and Chief Executive Officer of PRC, a global engineering and technology services firm, from 1978 until his retirement in 1987.  Although Mr. Toups is retired from active employment, he remains very active in the professional services industry.  He currently serves as a director of three public companies: Halifax Corporation, an electronic services company, GTSI Corp., a reseller of software and hardware, and NVR, Inc., a homebuilding and mortgage banking company.  In addition, he serves as a director of two privately held companies, Information Technology Analysis Corporation (“ITAC”), an information technology services firm, and Dewberry & Davis, an engineering services firm.  He also is active in several civic and professional organizations.

Mr. Toups received his B.S. in Civil Engineering from the University of California at Berkeley in 1949.  He is a registered civil engineer in California and Maryland, and a fellow of the American Society of Civil Engineers.

About Willdan Group, Inc.

Founded over 40 years ago, Willdan Group, Inc. is a leading provider of outsourced services to public agencies located primarily in California and other western states. Willdan Group, Inc. assists cities and other government agencies with a broad range of services, including civil engineering, building and safety services, geotechnical engineering, financial and economic consulting, and disaster preparedness and homeland security. www.willdangroup.com

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Forward-Looking Statements

Safe Harbor Statement:  Statements in this press release which are not purely historical, including statements regarding Willdan Group’s intentions, hopes, beliefs, expectations, representations, projections, estimates, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties including, but not limited to, the risk that the Company will not be able to expand its services or meet the needs of customers in    markets in which it operates. It is important to note that the Company’s actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, a slowdown in the local and regional economies of the states where Willdan conducts business, and the loss of or inability to hire additional qualified professionals. The Company’s business could be affected by a number of other factors, including the risk factors listed from time to time in the Company’s SEC reports including, but not limited to, the Form 10-K annual report for the year ended December 29, 2006 filed on March 27, 2006. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan Group, Inc. disclaims any obligation, and does not undertake to update or revise any forward-looking statements in this press release.

Contact:

Mallory McCamant

Chief Financial Officer

Tel: 714-940-6327

mallory@willdangroup.com

Moira Conlon

The Abernathy MacGregor Group Inc.

Tel: 213-630-6550

MHC@abmac.com

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