Statistik Asas
LEI | 549300AUUJGJ2T2L2179 |
CIK | 352825 |
SEC Filings
SEC Filings (Chronological Order)
September 5, 2025 |
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) September 4, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commissio |
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August 11, 2025 |
Exhibit 99.1 News Release L.B. Foster Announces Strong Second Quarter Results with Organic Growth and Profitability Expansion Expected to Continue Through Balance of 2025 •Second quarter net income of $2.8 million up 1.3% over last year; Adjusted EBITDA1 of $12.2 million up 51.4% on 2.0% organic sales growth led by Precast Concrete business unit up 36.0% •Robust order rates increased backlog1 to $ |
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August 11, 2025 |
Form of 2025 Performance Share Unit Agreement** Performance Share Program Performance Share Unit Program L.B. Foster Company 2025 PERFORMANCE SHARE UNIT PROGRAM (2025-2027) [DATE] [NAME AND ADDRESS] Dear [NAME]: Pursuant to the terms and conditions of the L.B. Foster Company 2025 Performance Share Unit Program (the “Program”), a component of the Long-Term Incentive Program, the Compensation Committee of the Board of Directors of L.B. Foster Com |
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August 11, 2025 |
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 11, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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August 11, 2025 |
Form of 2025 Long Term Incentive Plan Restricted Stock Agreement** RESTRICTED STOCK AGREEMENT (LONG TERM INCENTIVE PLAN) (Section 6 Of The 2025 Equity and Incentive Compensation Plan Effective May 22, 2025) This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of May 22, 2025 (the “Issue Date”) and is between L. |
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August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2025 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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August 11, 2025 |
Form of 2025 Director Restricted Stock Award Agreement ** RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR) (Section 6 Of The 2025 Equity and Incentive Compensation Plan) This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of May 22, 2025 (the “Issue Date”) and is between L. |
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June 30, 2025 |
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) June 27, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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June 30, 2025 |
Exhibit 10.1 Execution Version Customer CUSIP 50178DAA0 Revolver Facility CUSIP 50178DAB8 $150,000,000 REVOLVING CREDIT FACILITY FIFTH AMENDED AND RESTATED CREDIT AGREEMENT by and among L.B. FOSTER COMPANY, as a Borrower, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and BANK OF AMERICA, N.A |
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June 30, 2025 |
L.B. Foster Company Completes Successful Amendment to its Revolving Credit Agreement Exhibit 99.1 News Release L.B. Foster Company Completes Successful Amendment to its Revolving Credit Agreement •Borrowing capacity expanded from $130 million to $150 million with an additional $60 million incremental loan feature available •Facility maturity extended five years to June 27, 2030 with an improved pricing grid •Revised terms provide greater flexibility to invest in growth programs an |
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June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220 (Address of |
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May 30, 2025 |
Conflict Minerals Report dated May 3 Exhibit 1.01 L.B. FOSTER COMPANY Conflict Minerals Report For the reporting period from January 1, 2024 to December 31, 2024 Introduction This Conflict Minerals Report (the “Report”) of L.B. Foster Company (the “Company” or “we”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting perio |
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May 27, 2025 |
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) May 22, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fil |
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May 22, 2025 |
As filed with the Securities and Exchange Commission on May 22, 2025 As filed with the Securities and Exchange Commission on May 22, 2025 Registration No. |
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May 22, 2025 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) L.B. Foster Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity |
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May 22, 2025 |
Exhibit 99.1 L.B. FOSTER COMPANY 2025 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Definitions. Exce |
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May 6, 2025 |
Exhibit 99.1 News Release L.B. Foster Announces 2025 First Quarter Results; Maintaining 2025 Full Year Financial Guidance Driven by Strong Order Book Development •Sales and profitability down from last year's exceptionally-strong first quarter due to lower demand in Rail Distribution; Infrastructure sales were up 5.0% year over year driven by Precast Concrete growth. •Strong order rates across the |
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May 6, 2025 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of th |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2025 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) May 6, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File |
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May 2, 2025 |
15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-222213 L.B. Foster Company Savings Plan for Bargaining Unit Empl |
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May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 S-8 POS As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 11, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10436 L.B. FOSTER COMPA |
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March 7, 2025 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of L. B. Foster Company (the “Company”) on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of t |
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March 7, 2025 |
Exhibit 97 L.B. Foster Company Amended and Restated Executive Recoupment Policy Effective October 2, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of |
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March 7, 2025 |
Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2024) Name of Corporation Jurisdiction of Incorporation CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holdings Company Delaware L.B. Foster Produtos Ferroviários do Brasil Ltda. B |
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March 7, 2025 |
2024 Executive Annual Incentive Compensation Plan ** Exhibit 10.30 Annual Executive Incentive Compensation Plan (ExIP) L. B. FOSTER COMPANY 2024 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PROGRAM The purpose of this document is to establish in writing the Performance Goals and other terms applicable to cash financial performance awards for each fiscal year of the Company that constitutes a Performance Period (the “Program” as authorized under, and subj |
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March 7, 2025 |
Insider Trading Policy of L.B. Foster Company Exhibit 19.1 Policy Guide Document Insider Trading Policy Revised: February 14, 2023 Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of L. B. Foster Company (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors has a |
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March 7, 2025 |
Description of Capital Stock of L.B. Foster Company. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of the L.B. Foster Company (the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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March 4, 2025 |
Exhibit 99.1 News Release L.B. Foster Company Ends 2024 with Continuing Profitability Growth and Strong Cash Flow; Approves New, 3-Year $40 million Stock Repurchase Plan •Fourth quarter and full year 2024 gross margins improved 100 and 160 basis points while net sales were down 5.0% and 2.4%, respectively, highlighting improved portfolio profitability year over year. •Fourth quarter net loss of $0 |
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March 4, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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) March 4, 2025 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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December 6, 2024 |
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) December 5, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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November 7, 2024 |
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) November 7, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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November 7, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 o |
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November 7, 2024 |
Exhibit 99.1 News Release L.B. Foster Company Continues to Deliver on its Strategy Reporting Strong Growth in Profitability and Cash Generation in Third Quarter Results •Third quarter gross margin was 23.8%, the highest quarterly level achieved in over ten years, on lower net sales of $137.5 million, demonstrating improved portfolio profitability and strategic execution. •Third quarter net income |
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November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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November 4, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q/A for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of t |
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November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. |
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November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. |
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November 4, 2024 |
Exhibit 10.1 Please Read Carefully. This Confidential Retirement Agreement Includes a Release of Known and Unknown Claims. RETIREMENT AGREEMENT AND GENERAL RELEASE This Retirement Agreement and General Release (this “Agreement”), dated June 30, 2024, is entered into by and between L. B. FOSTER COMPANY, a Pennsylvania corporation (the “Company”), and William F. Treacy (“Employee”). RECITALS WHEREAS |
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November 1, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of L. B. Foster Company (the “Company”) on Form 10-K/A for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of |
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November 1, 2024 |
Exhibit 97 L.B. Foster Company Amended and Restated Executive Recoupment Policy Effective October 2, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of |
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November 1, 2024 |
Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2023) Name of Corporation Jurisdiction of Incorporation CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holdings Company Delaware L.B. Foster Produtos Ferroviários do Brasil Ltda. B |
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November 1, 2024 |
Description of Capital Stock of L.B. Foster Company. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of the L.B. Foster Company (the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-104 |
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October 10, 2024 |
October 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE. Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 Response dated September 26, 2024 File No. 000-10436 Ladies and Gen |
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October 8, 2024 |
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) October 7, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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September 17, 2024 |
September 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-Q for Fiscal Quarter Ended June 30, 2024 Response dated August 27, 2024 File No. 000-10436 Ladies and Gentlemen: Set forth below is the response of L.B. Fost |
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August 27, 2024 |
August 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE. Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 Response dated July 26, 2024 File No. 000-10436 Ladies and Gentlemen |
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August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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August 6, 2024 |
Exhibit 10.1 Please Read Carefully. This Confidential Retirement Agreement Includes a Release of Known and Unknown Claims. RETIREMENT AGREEMENT AND GENERAL RELEASE This Retirement Agreement and General Release (this “Agreement”), dated June 30, 2024, is entered into by and between L. B. FOSTER COMPANY, a Pennsylvania corporation (the “Company”), and William F. Treacy (“Employee”). RECITALS WHEREAS |
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August 6, 2024 |
Exhibit 99.1 News Release L.B. Foster Company Reports Tempered Second Quarter Results after Strong First Quarter; Updates 2024 Financial Guidance and Stock Repurchase Program; Continues Enterprise Restructuring Aligned with Growth Strategy •Second quarter net sales of $140.8 million down 4.9% year over year (organic1 down 3.4%); net sales up 13.3% sequentially over the first quarter. •Gross profit |
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August 6, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of the |
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August 6, 2024 |
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 6, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission F |
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July 26, 2024 |
July 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE. Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-K for Fiscal Year Ended December 31, 2023 Comment letter response dated June 25, 2024 File No. 000-10436 Ladies and Gentlemen: Set forth below are the responses |
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June 25, 2024 |
June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE. Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-K for Fiscal Year Ended December 31, 2023 Item 2.02 Form 8-K filed May 7, 2024 File No. 000-10436 Ladies and Gentlemen: Set forth below are the responses of L.B. |
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June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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June 20, 2024 |
June 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE. Washington, D.C. 20549 Attention: Valeria Franks and Rufus Decker Re: L.B. Foster Company Form 10-K for Fiscal Year Ended December 31, 2023 Item 2.02 Form 8-K filed May 7, 2024 File No. 000-10436 Ladies and Gentlemen: L.B. Foster Company (the “Company”) ackno |
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June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220 (Address of |
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May 31, 2024 |
Conflict Minerals Report dated May 31, 2024, of L.B. Foster Company. Exhibit 1.01 L.B. FOSTER COMPANY Conflict Minerals Report For the reporting period from January 1, 2023 to December 31, 2023 Introduction This Conflict Minerals Report (the “Report”) of L.B. Foster Company (the “Company” or “we”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting perio |
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May 24, 2024 |
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) May 24, 2024 (May 22, 2024) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) |
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May 23, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) L.B. Foster Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, par |
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May 23, 2024 |
Exhibit 99.1 L.B. FOSTER COMPANY 2022 EQUITY AND INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED MAY 23, 2024 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and |
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May 23, 2024 |
As filed with the Securities and Exchange Commission on May 23, 2024 As filed with the Securities and Exchange Commission on May 23, 2024 Registration No. |
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May 7, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of th |
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May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) May 7, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File |
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May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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May 7, 2024 |
Exhibit 99.1 News Release Sales and Profitability Growth Drive Continuing Momentum in L.B. Foster First Quarter 2024 Results; Company Reaffirms 2024 Guidance •First quarter net sales of $124.3 million up 7.6% year over year (up 16.9% organically1); gross profit of $26.2 million up 12.7% year over year with gross margins expanding 90 basis points ("bps") to 21.1%. •First quarter net income of $4.4 |
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May 3, 2024 |
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) May 3, 2024 (April 30, 2024) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) |
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April 12, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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March 6, 2024 |
Description of Capital Stock of L.B. Foster Company. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of the L.B. Foster Company (the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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March 6, 2024 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of L. B. Foster Company (the “Company”) on Form 10-K for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of t |
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March 6, 2024 |
Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2023) Name of Corporation Jurisdiction of Incorporation CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holdings Company Delaware L.B. Foster Produtos Ferroviários do Brasil Ltda. B |
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March 6, 2024 |
Exhibit 97 L.B. Foster Company Amended and Restated Executive Recoupment Policy Effective October 2, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of |
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March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10436 L.B. FOSTER COMPA |
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March 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 5, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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March 5, 2024 |
Exhibit 99.1 News Release L.B. Foster Exceeds 2023 Guidance; Delivers Strong Cash Flow, Improves Leverage, and Returns Capital to Shareholders; Establishes 2024 Guidance and Reiterates 2025 Goals Aligned with Strategic Transformation •Full year 2023 net sales of $543.7 million up 9.3% over prior year (up 11.7% organically) and $3.7 million above the upper end of guidance range; gross margins expan |
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February 13, 2024 |
FSTR / L.B. Foster Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01306-lbfosterco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: L B Foster Co Title of Class of Securities: Common Stock CUSIP Number: 350060109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule |
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February 9, 2024 |
FSTR / L.B. Foster Company / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* L B Foster Co (Name of Issuer) Common Stock (Title of Class of Securities) 350060109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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January 26, 2024 |
FSTR / L.B. Foster Company / 22NW Fund, LP - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da31068001301262024.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 L.B. Foster Company (Name of Issuer) Common Stock, par value $0.01 per share |
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January 26, 2024 |
Exhibit 99.1 News Release L.B. Foster Company to Nominate Alexander B. Jones from 22NW, LP to Stand for Election to the L.B. Foster Board of Directors at 2024 Annual Meeting of Shareholders PITTSBURGH, PA, January 26, 2024 – L.B. Foster Company (NASDAQ: FSTR) (“L.B. Foster” or the “Company”), a global technology solutions provider of products and services for the rail and infrastructure markets, t |
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January 26, 2024 |
Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of January 25, 2024 (the “Effective Date”) by and among L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The Company and eac |
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January 26, 2024 |
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) January 26, 2024 (January 25, 2024) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpo |
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December 21, 2023 |
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) December 21, 2023 (December 20, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incor |
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December 21, 2023 |
L.B. FOSTER COMPANY ANNOUNCES THE EXPANSION OF ITS BOARD OF DIRECTORS AND ELECTION OF DAVID J. MEYER Exhibit 99.1 News Release L.B. FOSTER COMPANY ANNOUNCES THE EXPANSION OF ITS BOARD OF DIRECTORS AND ELECTION OF DAVID J. MEYER PITTSBURGH, PA, December 21, 2023 – L.B. Foster Company (NASDAQ: FSTR), a global technology solutions provider of products and services for the rail and infrastructure markets, announced today that, effective January 1, 2024, its Board of Directors voted to expand its size |
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November 7, 2023 |
Exhibit 10.1 L.B. FOSTER COMPANY EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN (As Amended and Restated) 1.Purpose of the Plan The purpose of the L.B. Foster Company Executive Annual Incentive Compensation Plan (the “Plan”) is to advance the interests of the Company and its shareholders by providing incentives to officers and certain other key employees with significant responsibility for achieving |
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November 7, 2023 |
Exhibit 10.6 Annual Executive Incentive Compensation Plan (ExIP) L. B. FOSTER COMPANY 2023 EXECUTIVE ANNUAL INCENTIVE COMPENSATION PROGRAM The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company that constitutes a Performance Period (the “Program” or “ExIP”) as authorized under |
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November 7, 2023 |
Amended and Restated Executive Recoupment Policy (October 24, 2023).** Exhibit 10.4 L.B. Foster Company Amended and Restated Executive Recoupment Policy Effective October 24, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board |
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November 7, 2023 |
Exhibit 10.5 L.B. FOSTER COMPANY 2022 EQUITY AND INCENTIVE COMPENSATION PLAN EFFECTIVE JUNE 2, 2022 AMENDED OCTOBER 24, 2023 1.Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for s |
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November 7, 2023 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 o |
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November 7, 2023 |
Exhibit 99.1 News Release L.B. Foster Third Quarter 2023 Adjusted Results Reflect Ongoing Profitability Improvement and Strong Cash Flow; Reaffirming Midpoints of 2023 Guidance •Third quarter net sales of $145.3 million up 11.8% year over year (10.0% adjusted for non-routine items1). Adjusted organic growth1 was 12.6% partially offset by portfolio changes of 2.6%. •Gross profit of $28.2 million up |
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November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 7, 2023 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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November 7, 2023 |
Exhibit 10.3 Plan Document and Summary Plan Description of the L. B. Foster Company Key Employee Separation Plan As Amended and Restated Effective October 24, 2023 L. B. FOSTER COMPANY KEY EMPLOYEE SEPARATION PLAN ARTICLE 1.INTRODUCTION 1.1 Purpose. The purposes of this L. B. Foster Company Key Employee Separation Plan is to assist the Company to retain the services of key employees by providing e |
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November 7, 2023 |
Exhibit 10.2 ESTABLISHMENT AND PURPOSE On December 14, 1994, the Board of Directors of L.B. Foster Company (the “Company”) adopted the L.B. Foster Company Supplemental Executive Retirement Plan (the “Plan”). The Plan was effective January 1, 1994. The Plan is intended to constitute a “top hat plan” described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA (i.e., a plan which is unfunded and w |
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October 27, 2023 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 27, 2023 (August 25, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other juri |
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August 30, 2023 |
Exhibit 99.1 News Release In Line with Strategic Playbook, L.B. Foster Company to Exit Bridge Grid Deck Product Line in Bedford, PA to Focus on Growing Bridge Forms Business; Company Reiterates 2023 Guidance PITTSBURGH, PA, August 30, 2023 – L.B. Foster Company (NASDAQ: FSTR), a global technology solutions provider of products and services for the rail and infrastructure markets (the "Company"), t |
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August 30, 2023 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities 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 30, 2023 (August 25, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpora |
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August 9, 2023 |
FSTR / L.B. Foster Co. - Class A / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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August 8, 2023 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF L.B. Foster Company (a Pennsylvania corporation) ARTICLE I Notice - Waivers - Meetings Generally Section 1.01 Manner of giving notice. - (a)General rule. - Whenever notice in record form is required to be given to any person under the provisions of the Pennsylvania Business Corporation Law (“BCL”) or by the Articles of Incorporation (the “Articles”) of L. |
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August 8, 2023 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of the |
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August 8, 2023 |
Exhibit 99.1 News Release Increasing Momentum Evident in L.B. Foster's Second Quarter Operating Results; Company Increases 2023 Profitability Guidance •Second quarter net sales of $148.0 million up 12.6% year over year (13.3% organic); gross profit of $32.3 million up 38.5% year over year, with gross margins improving 410 bps to 21.8%. •Completed sale of prestressed concrete railroad tie business |
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August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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August 8, 2023 |
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 8, 2023 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission F |
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June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220 (Address of |
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May 30, 2023 |
Conflict Minerals Report dated May Exhibit 1.01 L.B. FOSTER COMPANY Conflict Minerals Report For the reporting period from January 1, 2022 to December 31, 2022 Introduction This Conflict Minerals Report (the “Report”) of L.B. Foster Company (the “Company” or “we”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting perio |
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May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 26, 2023 (May 25, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdictio |
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May 26, 2023 |
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) May 26, 2023 (May 25, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) |
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May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 L.B. Foster Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 350060109 (CUSIP Number) ARON R. ENGLISH 22 |
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May 10, 2023 |
Exhibit 10.3 Performance Share Unit Program L. B. Foster Company 2023 PERFORMANCE SHARE UNIT PROGRAM (2023-2025) [DATE] [NAME AND ADDRESS] Dear [NAME]: Pursuant to the terms and conditions of the L. B. Foster Company 2023 Performance Share Unit Program (the “Program”), a component of the Long-Term Incentive Program, the Compensation Committee of the Board of Directors of L. B. Foster Company (the |
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May 10, 2023 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of th |
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May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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May 10, 2023 |
Exhibit 10.2 RESTRICTED STOCK AGREEMENT (EXECUTIVE) (Section 6 Of The 2022 Equity and Incentive Compensation Plan) This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and (the “Shareholder”). The Company has established its 2022 Equity and Incentive Compensation Plan (the “ |
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May 10, 2023 |
Exhibit 10.1 Annual Executive Incentive Compensation Plan (ExIP) L. B. FOSTER COMPANY ANNUAL EXECUTIVE INCENTIVE COMPENSATION PROGRAM 2023 The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company which constitutes a Performance Period (the “Program”) as authorized under the L.B. |
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May 9, 2023 |
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) May 9, 2023 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File |
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May 9, 2023 |
Exhibit 99.1 News Release Strategic Transformation Initiatives at L.B. Foster Drive Improved First Quarter Operating Results; Company Reaffirms 2023 Financial Guidance •First quarter net sales of $115.5 million up 16.9% year over year (11.5% organic); gross profit of $23.3 million up 41.6% year over year, with gross margins improving 360 bps to 20.2%. •Completed sale of Chemtec Precision Measureme |
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April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 14, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 7, 2023 |
L.B. FOSTER REACHES AGREEMENT WITH 22NW, LP INVITES ALEXANDER B. JONES TO SERVE AS A BOARD OBSERVER Exhibit 99.2 News Release L.B. FOSTER REACHES AGREEMENT WITH 22NW, LP INVITES ALEXANDER B. JONES TO SERVE AS A BOARD OBSERVER PITTSBURGH, PA, April 7, 2023 – L.B. Foster Company (NASDAQ: FSTR) today announced that it has reached an agreement with 22NW, LP, one of the Company’s largest shareholders, and various related parties. Pursuant to the agreement, the Company has invited Alexander B. Jones t |
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April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 L.B. Foster Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 350060109 (CUSIP Number) ARON R. ENGLISH 22 |
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April 7, 2023 |
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) April 7, 2023 (April 6, 2023) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation |
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April 7, 2023 |
Exhibit 99.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of April 6, 2023 (the “Effective Date”) by and among L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The |
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March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10436 L.B. FOSTER COMPA |
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March 10, 2023 |
Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2022) Name of Corporation Jurisdiction of Incorporation Chemtec Energy Services, L.L.C. Texas CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holdings Company Delaware L.B. Foster P |
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March 10, 2023 |
Exhibit 10.27 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS UNDER THE 2022 EQUITY AND INCENTIVE COMPENSATION PLAN L.B. FOSTER COMPANY (Effective December 1, 2022) Section 1. Purpose and Effective Date. The purpose of this Deferred Compensation Plan for Non-Employee Directors of L.B. Foster Company (the “Plan”) is to permit Non-Employee Directors of L.B. Foster Company (the “Company”) to de |
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March 10, 2023 |
Description of Capital Stock of L.B. Foster Company. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of the L.B. Foster Company (the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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March 10, 2023 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of L. B. Foster Company (the “Company”) on Form 10-K for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of t |
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March 6, 2023 |
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) March 6, 2023 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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March 6, 2023 |
Exhibit 99.1 News Release L.B. Foster Reports Fourth Quarter / Full Year 2022 Results, Full Year Financial Guidance for 2023, and $15 Million Stock Buyback Authorization •Fourth quarter net sales of $137.2 million up 21.4% year over year, with gross margins expanding 260 basis points to 19.5% for the quarter. •Fourth quarter adjusted EBITDA1 of $7.5 million up $4.3 million, or 132.6%, year over ye |
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February 17, 2023 |
FSTR / Foster (L.B.) Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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February 10, 2023 |
FSTR / Foster (L.B.) Co. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* L B Foster Co (Name of Issuer) Common Stock (Title of Class of Securities) 350060109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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February 9, 2023 |
FSTR / Foster (L.B.) Co. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01284-lbfostercoclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: LB Foster Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 350060109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant t |
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December 2, 2022 |
Exhibit 99.1 News Release L.B. Foster Company Announces the Appointment of Janet Lee to its Board of Directors and the Retirements of Suzanne B. Rowland and Robert S. Purgason PITTSBURGH, PA, December 2, 2022 ? L.B. Foster Company (NASDAQ: FSTR), a global solutions provider of products and services for the rail and infrastructure markets, announced today that Ms. Janet Lee has been appointed to th |
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December 2, 2022 |
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) December 2, 2022 (November 30, 2022) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorp |
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November 8, 2022 |
L.B. Foster Reports Third Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports Third Quarter Operating Results ?Third quarter net sales of $130.0 million flat with prior year; up 8.7% organically, 11.8% adjusted for nonroutine items1. ?Third quarter net loss $2.1 million down $4.3 million from last year; Adjusted EBITDA1 of $9.3 million in current quarter, up $4.9 million, or 110.8%, over last year adjusting for nonroutine items. |
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November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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November 8, 2022 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 o |
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November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 8, 2022 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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October 27, 2022 |
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) October 27, 2022 (October 26, 2022) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpo |
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October 19, 2022 |
Exhibit 99.2 Jeff VanHoose Affiliated Entities Combined Financial Statements As of and for the Year Ended December 31, 2021 JEFF VANHOOSE AFFILIATED ENTITIES INDEX Page Independent Auditor's Report 3 Financial Statements: Combined Balance Sheet 5 Combined Statement of Operations 6 Combined Statement of Cash Flows 7 Combined Statement of Shareholders' and Members? Equity and Net Deficit 8 Notes to |
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October 19, 2022 |
Exhibit 99.3 Jeff VanHoose Affiliated Entities UNAUDITED COMBINED FINANCIAL STATEMENTS As of and for the Six Months Ended June 30, 2022 JEFF VANHOOSE AFFILIATED ENTITIES INDEX FINANCIAL STATEMENTS Page Combined Balance Sheet 3 Combined Statement of Operations 4 Combined Statement of Cash Flows 5 Combined Statement of Shareholders? and Members?s Equity and Net Deficit 6 Notes to Combined Financial |
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October 19, 2022 |
Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following Unaudited Pro Forma Condensed Combined Financial Information (?Pro Forma Financial Information?) and related explanatory notes present the historical condensed combined financial information of L.B. Foster Company (the ?Company?) and Jeff VanHoose Affiliated Entities (?VanHooseCo? or ?VHC?) after giving effect |
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October 19, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2022 (August 12, 2022) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other juri |
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October 7, 2022 |
FSTR / Foster (L.B.) Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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August 18, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 18, 2022 (August 12, 2022) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other juris |
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August 18, 2022 |
Exhibit 10.2 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is dated as of August 12, 2022 (the ?Effective Date?) (subject to Paragraph 7 below) and is made by and among L.B. FOSTER COMPANY, a Pennsylvania corporation (the "Company"), CXT INCORPORATED, a Delaware corporation ("CXT"), SALIENT |
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August 18, 2022 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT BETWEEN VANHOOSECO PRECAST, LLC AND CXT INCORPORATED August 12, 2022 Table of Contents Page Article I Definitions 1 Article II Purchase and Sale 9 Section 2.01 Purchase and Sale of Assets 9 Section 2.02 Excluded Assets 10 Section 2.03 Assumed Liabilities 11 Section 2.04 Excluded Liabilities 11 Section 2.05 Purchase Price 13 Section 2.06 Purchase Price Adjustmen |
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August 12, 2022 |
Exhibit 99.1 News Release L.B. Foster Expands Precast Concrete Business with Acquisition of VanHooseCo Precast Operating Assets Amends Revolving Credit Agreement to Accommodate the Acquisition PITTSBURGH, PA, August 12, 2022 ? L.B. Foster Company (Nasdaq: FSTR ?L.B. Foster?), a global solutions provider of products and services for the rail and infrastructure markets, today announced that its whol |
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August 12, 2022 |
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 12, 2022 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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August 9, 2022 |
L.B. Foster Reports Second Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports Second Quarter Operating Results PITTSBURGH, PA, August 9, 2022 ? L.B. Foster Company (Nasdaq: FSTR), a global solutions provider of products and services for the rail and infrastructure markets (the "Company"), today reported its 2022 second quarter operating results, which included the following performance highlights. The Company divested its Piling |
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August 9, 2022 |
2022 Director Restricted Stock Award. Exhibit 10.3 RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR) (Section 6 Of The 2022 Equity and Incentive Compensation Plan) This Restricted Stock Agreement set forth below (this ?Agreement?) is dated as of June 2, 2022 (the ?Issue Date?) and is between L. B. Foster Company, a Pennsylvania corporation (?Company?), and [NAME] (the ?Shareholder?). The Company has established its 2022 Equity and In |
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August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2022 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission F |
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August 9, 2022 |
Exhibit 10.2 L. B. Foster Company STRATEGY TRANSFORMATION PLAN AWARD (2022-2025) [DATE] [NAME AND ADDRESS] Dear [NAME]: Pursuant to the terms and conditions of the L. B. Foster Company Strategy Transformation Plan (the ?Program?), under the terms of the L.B. Foster Company 2022 Equity and Incentive Compensation Plan , the Compensation Committee of the Board of Directors of L. B. Foster Company (th |
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August 9, 2022 |
Exhibit 10.1 L.B. FOSTER COMPANY 2022 EQUITY AND INCENTIVE COMPENSATION PLAN 1.Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2.Definitions. Except |
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June 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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June 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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June 3, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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) June 3, 2022 (June 2, 2022) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) |
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June 2, 2022 |
L.B. Foster Company 2022 Equity and Incentive Compensation Plan. Exhibit 99.1 L.B. FOSTER COMPANY 2022 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain Consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Definitions. Exce |
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June 2, 2022 |
As filed with the Securities and Exchange Commission on June 2, 2022 As filed with the Securities and Exchange Commission on June 2, 2022 Registration No. |
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June 2, 2022 |
As filed with the Securities and Exchange Commission on June 2, 2022 S-8 1 d352276ds8.htm S-8 As filed with the Securities and Exchange Commission on June 2, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 25-1324733 (State or other jurisdiction of incorporation or |
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June 2, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) L.B. Foster Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, par |
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May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220 (Address of |
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May 27, 2022 |
Conflict Minerals Report dated Exhibit 1.01 L.B. FOSTER COMPANY Conflict Minerals Report For the reporting period from January 1, 2021 to December 31, 2021 1. Introduction This Conflict Minerals Report (the “Report”) of L.B. Foster Company (the “Company” or “we”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting pe |
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May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) May 10, 2022 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fil |
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May 10, 2022 |
Exhibit 10.3 Performance Share Program Performance Share Unit Program L. B. Foster Company 2022 PERFORMANCE SHARE UNIT PROGRAM (2022-2024) [DATE] [NAME AND ADDRESS] Dear [NAME]: Pursuant to the terms and conditions of the L. B. Foster Company 2022 Performance Share Unit Program (the ?Program?), a component of the Long-Term Incentive Program, the Compensation Committee of the Board of Directors of |
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May 10, 2022 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of th |
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May 10, 2022 |
Exhibit 10.1 Annual Executive Incentive Compensation Plan (ExIP) L. B. FOSTER COMPANY ANNUAL EXECUTIVE INCENTIVE COMPENSATION PROGRAM 2022 The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company which constitutes a Performance Period (the ?Program?) as authorized under the L.B. |
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May 10, 2022 |
Exhibit 10.2 RESTRICTED STOCK AGREEMENT (EXECUTIVE) (Section 5.1 Of The Omnibus Incentive Plan, as Amended and Restated) This Restricted Stock Agreement set forth below (this ?Agreement?) is dated as of (the ?Issue Date?) and is between L. B. Foster Company, a Pennsylvania corporation (?Company?), and (the ?Stockholder?). The Company has established its 2006 Omnibus Incentive Plan, as Amended and |
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May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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May 10, 2022 |
L.B. Foster Reports First Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports First Quarter Operating Results PITTSBURGH, PA, May 10, 2022 ? L.B. Foster Company (Nasdaq: FSTR), a global solutions provider of products and services for the rail and infrastructure markets (the "Company"), today reported its 2022 first quarter operating results, which included the following performance highlights. The Company divested its Piling Pro |
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April 21, 2022 |
DEF 14A 1 ny20001918x3def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check t |
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April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 8, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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March 2, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (?Common Stock?), of the L.B. Foster Company (the ?Company?), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10436 L.B. FOSTER COMPA |
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March 2, 2022 |
Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2021) Name of Corporation Jurisdiction of Incorporation Chemtec Energy Services, L.L.C. Texas CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holdings Company Delaware L.B. Foster P |
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March 1, 2022 |
L.B. Foster Reports Fourth Quarter and Full Year 2021 Operating Results Exhibit 99.1 News Release L.B. Foster Reports Fourth Quarter and Full Year 2021 Operating Results PITTSBURGH, PA, March 1, 2022 ? L.B. Foster Company (NASDAQ: FSTR), a global solutions provider of products and services for the rail and infrastructure markets (the "Company"), today reported its 2021 fourth quarter and full year operating results, including the performance highlights below. The Comp |
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March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 1, 2022 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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February 10, 2022 |
FSTR / Foster (L.B.) Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: LB Foster Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 350060109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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February 8, 2022 |
FSTR / Foster (L.B.) Co. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* L B Foster Co (Name of Issuer) Common Stock (Title of Class of Securities) 350060109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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February 1, 2022 |
FSTR / Foster (L.B.) Co. / 22NW Fund, LP - THE SCHEDULE 13D Activist Investment SC 13D 1 sc13d1068001302012022.htm THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 L.B. Foster Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Secu |
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February 1, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of L.B. Foster Company, a Pennsylvania corporation. This J |
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January 14, 2022 |
FSTR / Foster (L.B.) Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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December 22, 2021 |
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) December 22, 2021 (December 21, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incor |
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November 18, 2021 |
FSTR / Foster (L.B.) Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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November 3, 2021 |
EX-2.1 2 ex-21q32021.htm EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT between L.B. FOSTER COMPANY and J.D. FIELDS & COMPANY, INC. dated as of September 24, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 9 Section 2.01 Purchase and Sale of Assets 9 Section 2.02 Excluded Assets. 10 Section 2.03 Assumed Liabilities. 11 Section 2.04 Excluded Liabilities. 12 Section 2.05 Pur |
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November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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November 3, 2021 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the ?Company?) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), the undersigned certify pursuant to Section 906 o |
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November 2, 2021 |
L.B. Foster Reports Third Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports Third Quarter Operating Results PITTSBURGH, PA, November 2, 2021 ? L.B. Foster Company (Nasdaq: FSTR), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, today reported its 2021 third quarter operating results, which included the following performance highlights: ?Net sales for t |
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November 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 2, 2021 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission |
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October 5, 2021 |
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) October 5, 2021 (October 4, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpora |
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September 27, 2021 |
L.B. Foster Announces Sale of Steel Piling Products Business Exhibit 99.1 News Release L.B. Foster Announces Sale of Steel Piling Products Business PITTSBURGH, PA, September 27, 2021 ? L.B. Foster Company (NASDAQ: FSTR, the Company), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, announced today that it completed the sale of its steel Piling Products line of business to J.D. Field |
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September 27, 2021 |
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) September 27, 2021 (September 24, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of inc |
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August 16, 2021 |
Exhibit 10.1 Customer CUSIP 50178DAA0 Revolver Facility CUSIP 50178DAB8 $130,000,000 REVOLVING CREDIT FACILITY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT by and among L.B. FOSTER COMPANY, as a Borrower, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and CITIZENS BANK, N.A. and WELLS FARGO B |
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August 16, 2021 |
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 16, 2021 (August 13, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpora |
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August 16, 2021 |
L.B. Foster Company Expands and Extends Credit Agreement on More Favorable Terms Exhibit 99.1 News Release L.B. Foster Company Expands and Extends Credit Agreement on More Favorable Terms PITTSBURGH, PA, August 16, 2021 ? L.B. Foster Company (the "Company") (NASDAQ: FSTR), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, today announced that on August 13, 2021, it entered into a Fourth Amended and Rest |
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August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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August 4, 2021 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of the |
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August 3, 2021 |
L.B. Foster Reports Second Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports Second Quarter Operating Results PITTSBURGH, PA, August 3, 2021 ? L.B. Foster Company (NASDAQ: FSTR), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, today reported its 2021 second quarter operating results, which included the following performance highlights: ?Net sales for t |
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August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 3, 2021 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission F |
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July 23, 2021 |
Form of Release Agreement by and between L.B. Foster Company and Robert P. Bauer. Exhibit 10.2 Please Read Carefully. This Release Agreement Includes a Release of Known and Unknown Claims. RELEASE AGREEMENT This Release Agreement (?Release?) is made and entered into by and between L.B. Foster Company (?Foster? or the ?Company?) and Robert P. Bauer (?Employee?) (collectively, ?Parties?). RECITALS WHEREAS, pursuant to a Retirement Agreement between the Parties dated July 21, 2021 |
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July 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2021 (June 21, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdict |
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July 23, 2021 |
Retirement Agreement dated July 21, 2021, by and between L.B. Foster Company and Robert P. Bauer. Exhibit 10.1 RETIREMENT AGREEMENT This Retirement Agreement (this ?Agreement?), dated July 21, 2021, is entered into by and between L. B. FOSTER COMPANY, a Pennsylvania corporation (the ?Company?), and Robert P. Bauer (?Mr. Bauer?). RECITALS WHEREAS, Mr. Bauer will voluntarily retire from employment with the Company on December 31, 2021 (the ?Retirement Date?); and WHEREAS, the Company believes th |
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June 25, 2021 |
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) June 25, 2021 (June 21, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation |
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June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full t |
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June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full t |
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June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-10436 A. Full title of the plan a |
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May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220 (Address of |
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May 28, 2021 |
Submission of Matters to a Vote of Security Holders 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) May 28, 2021 (May 27, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) |
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May 28, 2021 |
Conflict Minerals Report dated May 2 Exhibit 1.01 L.B. FOSTER COMPANY Conflict Minerals Report For the reporting period from January 1, 2020 to December 31, 2020 1. Introduction This Conflict Minerals Report (the ?Report?) of L.B. Foster Company (the ?Company? or ?we?) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting pe |
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May 26, 2021 |
FSTR / Foster (L.B.) Co. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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May 5, 2021 |
Exhibit 10.3 L. B. FOSTER COMPANY 2021 PERFORMANCE SHARE UNIT PROGRAM (2021-2023) L. B. FOSTER COMPANY, a Pennsylvania corporation (the "Company"), hereby establishes this L. B. FOSTER COMPANY 2021 PERFORMANCE SHARE UNIT PROGRAM (the "Program"), in accordance with the provisions of the L. B. FOSTER COMPANY 2006 Omnibus Incentive Plan, as amended (the "Plan"), and the terms and conditions provided |
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May 5, 2021 |
Exhibit 10.6 Plan Document and Summary Plan Description of the L. B. Foster Company Key Employee Separation Plan As Amended and Restated Effective February 17, 2021 L. B. FOSTER COMPANY KEY EMPLOYEE SEPARATION PLAN ARTICLE 1.INTRODUCTION 1.1 Purpose. The purposes of this L. B. Foster Company Key Employee Separation Plan is to assist the Company to retain the services of key employees by providing |
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May 5, 2021 |
Exhibit 10.5 L.B. FOSTER COMPANY Performance-Based Stock Award Retention Program March 1, 2021 to February 28, 2026 The following sets forth the terms and conditions of the L.B. Foster Performance-Based Stock Award Retention Program (the ?Program?), as approved by the Compensation Committee of the Board of Directors at the meeting on February 26, 2021. I. TERMS AND CONDITIONS a.All terms, unless d |
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May 5, 2021 |
Exhibit 10.7 L.B. FOSTER COMPANY EXECUTIVE RECOUPMENT POLICY Effective January 1, 2021 I.Purpose of Policy; Administration The purpose of this Executive Recoupment Policy (the ?Policy?) of L.B. Foster Company (the ?Company?) is to provide for the clawback by the Company and repayment by Company executive officers of certain cash and equity incentive compensation under the Executive Annual Incentiv |
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May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L. |
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May 5, 2021 |
Exhibit 10.2 RESTRICTED STOCK AGREEMENT (EXECUTIVE) (Section 5.1 Of The Omnibus Incentive Plan, as Amended and Restated) This Restricted Stock Agreement set forth below (this ?Agreement?) is dated as of February 26, 2021 (the ?Issue Date?) and is between L. B. Foster Company, a Pennsylvania corporation (?Company?), and (the ?Stockholder?). The Company has established its 2006 Omnibus Incentive Pla |
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May 5, 2021 |
Exhibit 10.4 L. B. Foster Company 2021 PERFORMANCE SHARE UNIT PROGRAM (2021-2023) [Date] [Name and Address] Dear : Pursuant to the terms and conditions of the L. B. Foster Company 2021 Performance Share Unit Program (the ?Program?), a component of the Long-Term Incentive Program, the Compensation Committee of the Board of Directors of L. B. Foster Company (the ?Committee?) has awarded you Performa |
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May 5, 2021 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of L.B. Foster Company (the ?Company?) on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), the undersigned certify pursuant to Section 906 of th |
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May 5, 2021 |
Exhibit 10.1 L. B. FOSTER COMPANY ANNUAL EXECUTIVE INCENTIVE COMPENSATION PROGRAM The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company which constitutes a Performance Period (the "Program") as authorized under the L.B. Foster Company Executive Annual Incentive Compensation P |
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May 3, 2021 |
L.B. Foster Reports First Quarter Operating Results Exhibit 99.1 News Release L.B. Foster Reports First Quarter Operating Results PITTSBURGH, PA, May 3, 2021 ? L.B. Foster Company (NASDAQ: FSTR), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, today reported its first quarter of 2021 operating results, which included the following performance highlights: ?First quarter of |
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May 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) May 3, 2021 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File |
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April 15, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? ? Definitive Proxy Statement ?? ? ? Definitive Additional Materials ?? ? ? Soliciting Material Pursuant to Rule 14a-12 L. |
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April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? ? Definitive Proxy Statement ? ? ? Definitive Additional Materials ?? ? ? Soliciting Material Pursuant to Rule 14a-12 L. |
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March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 19)1 L.B. Foster Company (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) CHRISTOPHER S. KIPER LEGION |
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March 3, 2021 |
Description of Capital Stock of L.B. Foster Company. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (?Common Stock?), of the L.B. Foster Company (the ?Company?), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. The |
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March 3, 2021 |
EX-21 3 a202010kex-21.htm EX-21 Exhibit 21 SUBSIDIARIES OF L.B. FOSTER COMPANY (as of December 31, 2020) Name of Corporation Jurisdiction of Incorporation Chemtec Energy Services, L.L.C. Texas CXT Incorporated Delaware IOS Holdings, LLC Delaware L.B. Foster GmbH Germany L.B. Foster India Holdings Company Delaware L.B. Foster International Holdings Company Delaware L.B. Foster Latin America Holding |
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March 3, 2021 |
Exhibit 32.0 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of L. B. Foster Company (the “Company”) on Form 10-K for the period ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to Section 906 of t |
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March 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-10436 L.B. FOSTER COMPA |
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March 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 2, 2021 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission Fi |
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March 2, 2021 |
L.B. Foster Reports Fourth Quarter and Full Year 2020 Operating Results EX-99.1 2 ex-991q42020.htm EX-99.1 Exhibit 99.1 News Release L.B. Foster Reports Fourth Quarter and Full Year 2020 Operating Results PITTSBURGH, PA, March 2, 2021 – L.B. Foster Company (NASDAQ: FSTR), a leading provider of products and services for the rail industry and solutions to support critical infrastructure projects, today reported its fourth quarter and full year 2020 operating results, wh |
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February 16, 2021 |
Financial Statements and Exhibits, Other Events 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) February 16, 2021 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commissio |
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February 16, 2021 |
EX-99.1 2 ex-99121621.htm EX-99.1 NEWS RELEASE L.B. FOSTER REALIGNS BUSINESS STRUCTURE FOR FUTURE GROWTH STRATEGIES L.B. Foster Company (the “Company”) (NASDAQ: FSTR), today announced several changes to its global business segment reporting structure. The Company’s recent moves are designed to consolidate and better align the organization with future growth strategies. L.B. Foster’s business portf |
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February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* L B Foster Co (Name of Issuer) Common Stock (Title of Class of Securities) 350060109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: LB Foster Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 350060109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ R |
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February 10, 2021 |
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) February 10, 2021 (February 8, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorp |
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February 4, 2021 |
EX-10.3 2 ex-103242021.htm EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Second Amendment to Third Amended and Restated Credit Agreement, dated January 29, 2021, by and among L.B. FOSTER COMPANY, a Pennsylvania corporation (the "Company"), CXT INCORPORATED, a Delaware corporation ("CXT"), SALIENT SYSTEMS, INC., an Ohio corporation ("Salient Systems"), L.B. FO |
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February 4, 2021 |
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) February 4, 2021 (January 29, 2021) L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorpo |
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January 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 18)1 L.B. Foster Company (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) CHRISTOPHER S. KIPER LEGION |
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January 8, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 L.B. Foster Company (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive |
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December 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)1 L.B. Foster Company (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 350060109 (CUSIP Number) CHRISTOPHER S. KIPER LEGION |