8-K

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 16, 2007

A.C. Moore Arts & Crafts, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-23157	22-3527763
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

130 A.C. Moore Drive, Berlin, NJ	08009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (856) 768-4930

Not Applicable

(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Articles of Amendment

Second Amendment, dated November 19, 2007, to Employment Agreement, with Rick A. Lepley

Second Amendment, dated November 19, 2007, to Employment Agreement, with Amy Rhoades

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

On November 19, 2007, A.C. Moore Arts & Crafts, Inc. (the “Company”) entered into amendments to the employment agreements with each of Rick A. Lepley, President and Chief Executive Officer, and Amy Rhoades, Vice President and General Counsel. The amendments were entered into as a result of the Company’s adoption of a new long-term compensation program under the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan enables the Company to grant various forms of equity in addition to stock options, which was the only equity type permitted to be granted under the Company’s prior equity plans. The material terms of the employment agreement amendments are below.

The amendments with each of Mr. Lepley and Ms. Rhoades provide that stock appreciation rights (“SARs”) and restricted stock, in addition to stock options, vest upon a change in control and remain exercisable for different periods of time depending upon continued employment.

In addition, Mr. Lepley’s amendment provides that, for each year of his employment term, in lieu of 100,000 stock options he was entitled to receive prior to the amendment, he will receive a grant of 50,000 SARs and 19,166 shares of restricted stock that vest equally over three years.

The foregoing summary of the amendments is not intended to be complete, and is qualified in its entirety by reference to the amendments, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, each of which is incorporated by reference into this Item 5.02.

Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 16, 2007, the Company amended its Articles of Incorporation by filing in the Pennsylvania Department of State Articles of Amendment that added a subparagraph (d) to Article 5 of the Company’s Articles of Incorporation. Article 5(d) provides that shares of the Company’s capital stock may be uncertificated. Article 5(d) provides, further, that it shall not apply to shares of the Company represented by a certificate until the certificate is surrendered to the Company. A copy of the amendment, which sets forth Article 5(d), is attached to this Form 8-K as Exhibit 3.1.

The amendment became effective November 16, 2007 upon the filing of the Articles of Amendment in the Pennsylvania Department of State.

The Company’s Board of Directors adopted this amendment to the Company’s Articles of Incorporation pursuant to the authority granted by Section 1914(c)(2)(iv) of the Pennsylvania Business Corporation Law of 1988, as amended (the “Pennsylvania BCL”). The Board of Directors adopted the amendment to enable the Company to issue uncertificated shares in compliance with Section 1528(f) of the Pennsylvania BCL and thus to enable the Company to satisfy The Nasdaq Stock Market listing requirement that securities of the Company listed on Nasdaq be eligible for a direct registration program by January 1, 2008.

Item 9.01       Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amendment, effective November 16, 2007, to Articles of Incorporation.
10.1	Second Amendment, dated November 19, 2007, to Employment Agreement, dated June 1, 2006, with Rick A. Lepley, as amended by the First Amendment, dated November 15, 2006.
10.2	Second Amendment, dated November 19, 2007, to Employment Agreement, dated June 1, 2006, with Amy Rhoades, as amended by the First Amendment, dated November 15, 2006.

SIGNATURE

     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.

	A.C. MOORE ARTS & CRAFTS, INC.
Date: November 21, 2007	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment, effective November 16, 2007, to Articles of Incorporation.
10.1	Second Amendment, dated November 19, 2007, to Employment Agreement, dated June 1, 2006, with Rick A. Lepley, as amended by the First Amendment, dated November 15, 2006.
10.2	Second Amendment, dated November 19, 2007, to Employment Agreement, dated June 1, 2006, with Amy Rhoades, as amended by the First Amendment, dated November 15, 2006.

EX-3.1

Exhibit 3.1

AMENDMENT TO

ARTICLES OF INCORPORATION OF A.C. MOORE ARTS & CRAFTS, INC.

     Article 5 of the Articles of Incorporation of A.C. Moore Arts & Crafts, Inc. shall be amended by adding paragraph (d) at the end of Article 5 to read in its entirety as follows:

     “(d) Any or all classes and series of shares of the capital stock of the Corporation, or any part thereof, may be uncertificated shares, except that this Article 5(d) shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.”

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”) to EMPLOYMENT AGREEMENT, dated as of June 1, 2006 as amended FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated November 15, 2006 (as heretofore amended, the “Employment Agreement”) between A. C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Rick Lepley (“Executive”). Capitalized terms used herein and not defined herein shall have the respective meanings set forth for such terms in the Employment Agreement.

R E C I T A L S:

     WHEREAS, Company and Executive have mutually agreed that certain provisions of the Employment Agreement be amended, as set forth herein.

     NOW, THEREFORE, intending to be legally bound hereby, it is agreed as follows:

     Section 1. Amendment to Section 6(a)(iii) of Appendix I. Section 6(a)(iii) of Appendix I is hereby amended and restated to read as follows:

“(iii) all options to purchase and stock appreciation rights in common stock in the Company and the grants of common stock in the Company with vesting restrictions to which Executive would be entitled to be granted pursuant to the terms of this Agreement shall immediately be deemed granted and vested and such options and stock appreciation rights shall immediately become exercisable on the Date of Termination. Executive shall have 18 months after the Date of Termination to exercise such options and stock appreciation rights, subject to the provisions of the plans under which they were granted.”

     Section 2. Amendment to Section 9 of Appendix I. Appendix I is amended and restated to read as follows:

“Options, SARs and Restricted Stock. All options to purchase and stock appreciation rights in common stock in the Company and the grants of common stock in the Company with vesting restrictions held by Executive on the date of a Change of Control shall immediately be deemed vested and the options and stock appreciation rights shall immediately become exercisable on the date of the Change in Control and Executive shall have until the end of the applicable original term of each such option and stock appreciation right to exercise each such option and stock appreciation right; provided, however, that in the event that Executive’s employment with the Company is terminated for any reason (other than Cause) after the Change in Control, Executive shall have until the earlier of (1) the end of the applicable original term

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of each such option and stock appreciation right and (2) 18 months after the Date of Termination to exercise each such option and stock appreciation right post-termination. In the event that Executive’s employment with the Company is terminated for Cause, all options, stock appreciation rights and unvested restricted stock held by Executive shall terminate immediately.”

     Section 3. Amendment to Paragraph 3(i)(2). Paragraph 3(i)(2) is amended and restated to read as follows:

“(2) Pursuant to the terms and conditions of Company’s 2007 Stock Incentive Plan and the forms of the Stock Appreciation Rights Agreement and Restricted Stock Agreement attached as Exhibits 3(i)(2) A and B, for each calendar year, after December 31, 2007, during the Employment Term (each, an “Annual Equity Year”), Executive shall be granted stock appreciation rights for 50,000 shares of common stock of the Company which shall vest equally over a three-year term (each, an “Annual SAR”) and 19,166 shares of common stock which shall vest equally over a three-year term (each, an “Annual Restricted Stock Grant”) on the day (each, a “Management Grant Date”) of each such calendar year that the Board otherwise annually grants equity to management of the Company, if Executive is employed by Company pursuant to this Agreement on such Management Grant Date of such calendar year; provided however, if Executive is employed by the Company pursuant to this Agreement on June 1 of an Annual Equity Year (each, an “Equity Entitlement Date”), (x) Executive shall be granted an Annual SAR and an Annual Restricted Stock Grant on the Management Grant Date of such Annual Equity Year, irrespective of whether Executive is employed by the Company pursuant to this Agreement on the Management Grant Date of such Annual Equity Year; and (y) if there is no Management Grant Date of such Annual Equity Year, Executive shall be granted an Annual SAR and an Annual Restricted Stock Grant on December 31 of such Annual Equity Year, irrespective of whether Executive is employed by the Company pursuant to this Agreement on December 31 of such Annual Equity Year. In accordance with Executive’s Stock Appreciation Rights Agreements and Options Agreements evidencing the Annual SARs and Options, respectively, and Appendix I of this Agreement, Executive shall have the right to exercise the Annual SARs and Options within certain time periods (each, a “Period”) after death, disability or other terminations of employment, including without limitation for three months after the date of termination of employment without Cause for Options. If the grant date of an Annual SAR is made after both (x) the Equity Entitlement Date and (y) the date of termination of Executive’s employment under this Agreement, then

2

notwithstanding anything to the contrary in this Agreement or the Stock Appreciation Rights Agreement, the grant date of such Annual SAR, rather than the date of termination of employment, shall serve as the first day of the applicable Period for such Annual SAR.”

     Section 4. Effectiveness. This Amendment shall be become effective as of the date hereof.

     Section 5. Status of Employment Agreement. This Amendment is limited solely for the purposes and to the extent expressly set forth herein, and, except as expressly set forth herein all of the terms, provisions and conditions of the Employment Agreement shall continue in full force and effect and are not effected by this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Employment Agreement to be duly executed and delivered as of the date first written above.

	/s/ Rick A. Lepley
Date: 11/19/07	RICK A. LEPLEY

	A. C. MOORE ARTS & CRAFTS, INC.
	By:	/s/ Amy Rhoades
Date: 11/19/07

3

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”) to EMPLOYMENT AGREEMENT, dated as of July 24, 2006, as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of November 15, 2006 (as heretofore amended, collectively, the “Employment Agreement”) between A. C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Amy Rhoades (“Executive”). Capitalized terms used herein and not defined herein shall have the respective meanings set forth for such terms in the Employment Agreement.

R E C I T A L S:

     WHEREAS, Company and Executive have mutually agreed that certain provisions of the Employment Agreement be amended, as set forth herein.

     NOW, THEREFORE, intending to be legally bound hereby, it is agreed as follows:

     Section 1. Amendment to Paragraph 3(f). Paragraph 3(f) is amended and restated to read as follows:

“(f) Under the Company’s 2007 Stock Incentive Plan, and if the Company adopts a new equity compensation plan or program, Executive shall be entitled to receive grants of stock options, restricted stock or other equity related awards pursuant to such plan or program, subject to the terms and conditions thereof, at amounts determined by the Board of Directors or its designees.”

     Section 2. Deletion of Section 6(a)(iii) of Appendix I. Section 6(a)(iii) of Appendix I is deleted in its entirety.

     Section 3. Amendment to Section 8 of Appendix I. Section 8 of Appendix I is amended and restated to read as follows:

“Options, SARs and Restricted Stock. All options to purchase and stock appreciation rights in common stock in the Company and the grants of common stock in the Company with vesting restrictions held by Executive on the date of a Change of Control shall immediately be deemed vested and the options and stock appreciation rights shall immediately become exercisable on the date of the Change in Control and Executive shall have until the end of the applicable original term of each such option and stock appreciation right to exercise such option and stock appreciation right; provided, however, that if Executive’s employment with the Company is terminated for any reason (other than Cause) after the Change in Control, Executive shall have until the earlier of (1) the end of the applicable original term of each such option and stock

appreciation right and (2) 18 months after the Date of Termination to exercise each such option and stock appreciation right post- termination. In the event that Executive’s employment with the Company is terminated for Cause, all options, stock appreciation rights and unvested restricted stock held by Executive shall terminate immediately.”

     Section 4. Effectiveness. This Amendment shall be become effective as of the date hereof.

     Section 5. Status of Employment Agreement. This Amendment is limited solely for the purposes and to the extent expressly set forth herein, and, except as expressly set forth herein all of the terms, provisions and conditions of the Employment Agreement shall continue in full force and effect and are not effected by this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Employment Agreement to be duly executed and delivered as of the date first written above.

Date: 11/19/07	/s/ Amy Rhoades
	AMY RHOADES

	A. C. MOORE ARTS & CRAFTS, INC.
Date: 11/19/07	By:	/s/ Rick A. Lepley