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): November 18, 2004
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Retail Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-10767 31-322832
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
3241 Westerville Road, Columbus, Ohio 43224
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(Address of principal executive offices) (Zip Code)
(614) 471-4722
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") amends the Current Report on Form 8-K of
Retail Ventures, Inc. (the "Company"), dated as of November 3, 2004, regarding
the Company's promotion of Heywood Wilansky to President and Chief Executive
Officer of the Company effective as of November 3, 2004. This Amendment updates
the previous filing to report the Company's entry into an employment agreement
with Mr. Wilansky under both Item 1.01 and Item 5.02(c) of Form 8-K. A copy of
such employment agreement is filed as Exhibit 10.1 to this Amendment and
incorporated herein by reference.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 18, 2004, the Company and Mr. Wilansky entered into an employment
agreement (the "Agreement"), dated effective as of November 1, 2004, to reflect
the terms and conditions of Mr. Wilansky's employment as the President and Chief
Executive Officer of the Company.
The initial term of the Agreement extends from November 1, 2004 through the end
of the Company's 2007 fiscal year, and will automatically extend for successive
one-fiscal-year periods thereafter, unless the Company gives timely written
notice to Mr. Wilansky that it does not wish the next automatic extension to
continue the Agreement.
The Agreement provides for an annual base salary of $1,000,000 with minimum
annual increases of 2.5% (with the first such increase to occur at the beginning
of the 2006 fiscal year). In addition, Mr. Wilansky is eligible to receive
incentive compensation under the terms of the Company's annual incentive
compensation plan for key executives, with a target annual bonus per fiscal year
of 100 percent of base salary and a maximum annual bonus per fiscal year of 200
percent of base salary. While the actual performance metrics and goals will be
determined by the Company's Board of Directors (the "Board"), the Company will
provide Mr. Wilansky with the following minimum bonus guarantees, each subject
to his continued employment through the end of the applicable fiscal year: (i)
$800,000 for the 2004 fiscal year; (ii) $1,000,000 for the 2005 fiscal year; and
(iii) $250,000 for the 2006 fiscal year.
Pursuant to the Agreement, the Company, on November 5, 2004 (the "Grant Date"),
granted to Mr. Wilansky, as part of the long-term equity program approved by the
Compensation Committee of the Board, 930,000 freestanding stock appreciation
rights ("SARs") in respect of Company common stock, with an exercise price of
$6.18 (the "Grant Price"). 360,000 of these SARs are "Standard SARs", one-third
of which will vest, subject to Mr. Wilansky's continued employment and certain
other conditions, on each of the first three anniversaries of the Grant Date.
The remaining 570,000 SARs are "Performance SARs" which will vest, subject to
Mr. Wilansky's continued employment and certain other conditions, on the eighth
anniversary of the Grant Date, provided that they will be subject to special
accelerated vesting provisions based on the attainment of two equally weighted
performance objectives.
Under the terms of the Agreement, the Company also granted to Mr. Wilansky
250,000 restricted stock units ("Units") on the Grant Date, which will vest,
subject to Mr. Wilansky's continued employment and certain other conditions, in
three equal installments on each of the first three anniversaries of the Grant
Date.
In addition to the equity compensation categories identified above, the
Agreement provides that Mr. Wilansky will be eligible for discretionary grants
of equity compensation as the Board may determine from time to time. He will
also be entitled to participate in any deferred compensation or other employee
benefit plans made available generally to, and under the same terms as, the
Company's other executives. In addition, Mr. Wilansky will be entitled to an
annual perquisite allowance from the Company of $50,000 (which amount already
includes any associated tax gross-up), payable in equal installments in
accordance with the Company's payroll practices for executive employees.
Pursuant to the terms of the Agreement, if the Company terminates Mr. Wilansky's
employment "without cause" or Mr. Wilansky terminates his employment for "good
reason" (as such terms are defined therein), Mr. Wilansky will be entitled to:
(i) his base salary for the shorter of the remainder of his employment term as
then in effect plus 18 months, or the three-year period commencing on the date
of termination; (ii) reimbursement for health care coverage for a period of no
more than 18 months following the effective date of termination, subject to
certain provisos; and (iii) the pro rata share of any incentive compensation
that he would have otherwise received under the Company's annual incentive
compensation plans for key executives for the year of termination, subject to
certain provisos. In addition, (i) any SARs and Units granted to Mr. Wilansky
that would have vested during the three months following such termination will
vest on the date they would have so vested, while any SARS and Units that remain
unvested at the conclusion of such three months shall be forfeited; and (ii) all
existing Company equity other than SARs and Units shall be governed by the
Company's Amended and Restated 2000 Stock Incentive Plan (the "Stock Incentive
Plan") and the applicable award agreement thereunder.
If the Company terminates Mr. Wilansky for "cause" (as such term is defined in
the Agreement) or Mr. Wilansky voluntarily terminates his employment with the
Company, the Company shall pay to Mr. Wilansky: (i) any base salary earned to
the date of termination; and (ii) any unpaid incentive compensation earned under
the terms of the Company's annual incentive compensation plan for key executives
for the preceding fiscal year. Additionally, all equity compensation awards will
be governed by the terms of the Stock Incentive Plan and the applicable award
agreement thereunder, and any unvested Units will be forfeited.
If the Company terminates Mr. Wilansky's employment "without cause" or Mr.
Wilansky terminates his employment for "good reason" (as such terms are defined
in the Agreement) within the 180-day period concluding on the date a "change in
control" (as such term is defined in the Agreement) occurs or within the
two-year period beginning on the day following the date of a change in control:
(i) the Company will pay to Mr. Wilansky, within 30 days, a lump sum amount
equal to three-times the sum of his base salary and target bonus plus $50,000;
(ii) the Company will reimburse Mr. Wilansky for his cost of maintaining
continuing health care coverage for the period concluding on the 18-month
anniversary of the then-scheduled conclusion of his employment term, subject to
certain provisos; (iii) all unvested SARs and Units granted to Mr. Wilansky will
vest in full upon such termination; and (iv) all existing Company equity other
than SARs and Units shall be governed by the Stock Incentive Plan and the
applicable award agreement thereunder.
As stated in the Agreement, Mr. Wilansky's employment will terminate on the last
day of the employment term then in effect if the Company fails to renew the
Agreement. In the event of termination by such non-renewal, (i) the Company will
pay Mr. Wilansky's base salary continuation for a period of 18 months following
the date of termination; (ii) the Company will reimburse Mr. Wilansky for his
cost of maintaining continuing health care coverage for a period of no more than
18 months following the
effective date of termination, subject to certain provisos; (iii) any SARs and
Units granted to Mr. Wilansky that would have vested during the three months
following such termination shall vest on the date they would have so vested;
(iv) any SARs and Units that remain unvested at the conclusion of such three
months shall be forfeited; and (v) all existing Company equity other than SARs
and Units shall be governed by the Stock Incentive Plan and the applicable award
agreement thereunder.
Pursuant to the terms of the Agreement, during his employment with the Company
and its affiliates, and following the termination of such employment for the
longer of two years or any period of salary continuation, Mr. Wilansky agrees
that he will not (without the written consent of the Company or its subsidiaries
as applicable), directly or indirectly: (i) solicit the employees of the Company
or its subsidiaries to leave their employment; (ii) employ or seek to employ the
employees of the Company or its subsidiaries; (iii) cause or induce any of the
Company's direct competitors to solicit or employ the employees of the Company
and its parent or subsidiaries; and/or (iv) recruit, solicit or otherwise induce
or influence any customer, supplier, sales representative, lender, lessor or any
other person having a business relationship with the Company and its
subsidiaries or affiliates to discontinue or reduce the extent of such
relationship except in the course of his duties pursuant to the Agreement and
with the good faith objective of advancing the Company's business interests.
For additional details regarding the terms and conditions of Mr. Wilansky's
employment as the President and Chief Executive Officer of the Company, a copy
of the Agreement is attached as Exhibit 10.1 to this Amendment.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Paragraph (c) of Item 5.02 is hereby supplemented to include the information set
forth in Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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10.1 Employment Agreement, dated effective as of
November 1, 2004, by and between the Company and
Heywood Wilansky.
The information in this Form 8-K/A, including the exhibit hereto, shall not be
treated as "filed" for purposes of the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Retail Ventures, Inc.
Date: November 24, 2004 By: /s/ James A. McGrady
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James A. McGrady, Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement, dated effective as of November 1,
2004, by and between the Company and Heywood Wilansky.