Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2012, Jerome H. Granrud, a member of the Company's board of directors retired from the board. Mr. Granrud was a member of the board's audit committee and the governance and nominating committee. Coincident with Mr. Granrud's retirement the board of directors appointed John E. Sztykiel to fill the board position vacated by Mr. Granrud. Mr. Sztykiel has served as President and Chief Executive Officer of Spartan Motors, Inc. (NASDAQ: SPAR) since June 2002 and is a member of Spartan's board of directors. Attached is the Company's press release issued on November 1, 2012 describing the foregoing events.

Directors of the Company who are not employees receive annual compensation consisting of a cash retainer of $35,000, a grant of common stock with a fair value of $14,000 on the date of grant and a grant of stock options with a fair value of $21,000. Common shares and stock options granted to Directors vest immediately. In addition, each non-employee director upon his initial appointment to the Board is granted 2,000 shares of the Company's common stock.

Non-employee Directors are also reimbursed for ordinary and necessary expenses of attending board meetings.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release regarding the retirement of Jerome H. Granrud and the appointment of John E. Sztykiel to the Company's board of directors.