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 28, 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 of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

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))

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

On November 28, 2007, A.C. Moore Arts & Crafts, Inc. (the “Company” or “A.C. Moore”) entered into a letter agreement with Joseph A. Jeffries to serve as the Company’s Executive Vice President of Operations effective as of November 28, 2007 (the “effective date”). The material terms of the letter agreement with Mr. Jeffries are described below.

Previously, Mr. Jeffries, 42, served as Vice President, Store Operations, Space Planning and Visual Merchandising for Office Depot, Inc., a global supplier of office products and services, a position he held from 2004 to November 2007. During 2004 and 2005, he also served as Vice President, Store and Copy Center Operations of Office Depot. From 1999 to 2003, Mr. Jeffries served in the following capacities at Office Depot: Director, Store Prototype Development; Director, Store Operations; and Senior Manager, Store Processes. Prior to his employment with Office Depot, Mr. Jeffries held management positions with Home Quarters Warehouse, Inc., a home improvement retail chain.

Mr. Jeffries will receive a base salary of $280,000 per year. On the effective date, Mr. Jeffries will receive a cash sign-on lump sum retention bonus of $120,000. Mr. Jeffries earns one-twenty fourth of this retention bonus for each month that he remains employed by A.C. Moore. If A.C. Moore terminates his employment for cause (as defined in the letter agreement) or Mr. Jeffries resigns for any reason, Mr. Jeffries must repay the unearned portion of the retention bonus. In 2008 and no later than March 31, 2008, Mr. Jeffries will receive a guaranteed cash lump sum bonus of $17,500. Mr. Jeffries will also be entitled to participate in A.C. Moore’s annual incentive bonus plan and long-term incentive compensation plan as administered by the Compensation Committee of the Board of Directors.

On the effective date, Mr. Jeffries was granted 5,000 shares of performance accelerated restricted stock (“PARS”) and 5,000 stock-settled stock appreciation rights (“SARs”) under the Company’s 2007 Stock Incentive Plan. The PARS vest in three equal installments upon the Company’s achievement of certain financial performance targets and vest in full on the date that is four years from the grant date, if not earlier vested. The SARs have an exercise base price equal to the Nasdaq closing price of A.C. Moore’s common stock on the effective date, vest in three equal annual installments and expire seven years from the grant date, if not earlier terminated or exercised in full. Equity granted to Mr. Jeffries will vest upon a change in control in accordance with the 2007 Stock Incentive Plan.

Mr. Jeffries is entitled to paid vacation and expense reimbursement consistent with A.C. Moore’s policies, and all medical, insurance, retirement and other benefits maintained for A.C. Moore’s officers. He will receive relocation benefits, including without limitation, reimbursement for commission costs on the sale of his house, payment for temporary housing for the 120-day period starting on the effective date and bi-weekly round trip travel for him or his spouse in connection with his relocation for the 120-day period starting on the effective date. Mr. Jeffries earns one-twenty fourth of the amount of the relocation benefits for each month that he remains employed by A.C. Moore. If A.C. Moore terminates his employment for cause (as defined in the letter agreement) or Mr. Jeffries resigns for any reason, Mr. Jeffries must repay the unearned portion of the relocation benefits.

If A.C. Moore terminates his employment without cause, Mr. Jeffries is entitled to receive base salary and insurance benefits through the sixth-month anniversary of the termination date. In the event Mr. Jeffries remains unemployed after six months from his termination date, he will receive an additional month of severance and insurance benefits for each month he remains unemployed, up to a maximum of six

additional months. Payment of the foregoing is subject to execution by Mr. Jeffries of a release of any and all claims against the Company. Mr. Jeffries’ employment with the Company is at-will.

Mr. Jeffries’ letter agreement contains restrictive covenants relating to non-competition and non-solicitation. Mr. Jeffries may not compete with, solicit employees from or interfere with business relationships of A.C. Moore for 12 months after termination of his employment. The non-competition provision prohibits Mr. Jeffries from engaging in any business competing with A.C. Moore’s business as such business exists or is in process on the date of the termination of his employment, within a 50-mile radius of any geographical location in which A.C. Moore engages or actively plans to engage in such business.

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

Item 7.01 Regulation FD Disclosure.

On November 28, 2007, the Company issued a press release announcing the appointment of Joseph A. Jeffries as its Executive Vice President of Operations. This press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
	10.1	Letter Agreement dated November 28, 2007 with Joseph A. Jeffries.
	99.1	Press release dated November 28, 2007.

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 28, 2007	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Letter Agreement dated November 28, 2007 with Joseph A. Jeffries.
	99.1	Press release dated November 28, 2007.

EX-10.1

Exhibit 10.1

November 28, 2007

Joseph A. Jeffries

RE: Employment with A.C. Moore Arts & Crafts, Inc.

Dear Joe:

We are pleased to offer you employment with A.C. Moore Arts & Crafts, Inc. (the “Company”) as set forth in this letter. This offer is subject to the completion of the internal review and hiring process consistent with the Company’s practices. The terms of your employment will be as follows.

     1. Start date/position. Your employment with the Company will begin on or about November 28, 2007 (the “Effective Date”). Your title will be Executive Vice President of Operations. You will report directly to the Chief Executive Officer.

     2. Base salary. Your annual base salary will be $280,000, payable in regular installments in accordance with the Company’s general payroll practices. Your base salary will be subject to review annually by the Compensation Committee. Your first performance and salary review will be one-year from the Effective Date and thereafter your performance and base salary will be reviewed annually on a schedule consistent with the Company’s practice for officers (such schedule currently contemplated to be May of each year).

     3. Sign-on bonus. On the Effective Date, you will receive a cash lump sum sign-on bonus in the amount of $120,000 (the “Sign-on Bonus”). For each month (or any portion of such month) that you remain employed by the Company, you will earn one-twenty-fourth (1/24^th) of the Sign-on Bonus. If you resign your employment with the Company for any reason or if you are terminated by the Company for cause (as defined below) within twenty-four (24) months of the Effective Date, you will repay the unearned portion of the Sign-on Bonus to the Company. Cause includes but is not limited to illegal conduct or gross misconduct in violation of the Company’s Code of Business Ethics and Conflict of Interest Policy.

     4. Guaranteed bonus. In 2008 and no later than March 31, 2008, you will receive a guaranteed cash lump sum bonus of $17,500.

     5. Annual bonus plan. During each calendar year beginning in 2008 in which you continue to be employed by the Company, you will be entitled to participate in the Company’s annual incentive bonus plan (the “Bonus Plan”) as administered and determined by the Compensation Committee of the Board of Directors. You will not be eligible to participate in the Bonus Plan for performance in 2007.

     6. Long-term incentive compensation. You will be eligible to participate in the Company’s long-term incentive plan as administered and determined by the Compensation Committee of the Board of Directors. On the Effective Date, subject to the approval of the Compensation Committee, you will be granted 5,000 shares of performance accelerated restricted stock (“PARS”) and 5,000 stock appreciation rights (“SARs”) pursuant to the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). Pursuant to the 2007 Plan, the grant of the PARS and SARs will be evidenced by, respectively, a Restricted Stock Agreement and a Stock Appreciation Rights Agreement entered into between you and the Company. Equity granted to you under the 2007 Plan will vest upon a change in control in accordance with the terms of the 2007 Plan.

     7. Benefits. You will be entitled to receive benefits generally provided to officers of the Company consistent with the Company’s practices, including without limitation, the following:

• Medical, dental and prescription benefits.

• Life insurance equal to 1.5 times your annual base salary, with a maximum amount of $450,000.

• Optional voluntary life insurance.

• Long-term disability benefits.

• Participation in the Company’s 401(k) plan.

• New Jersey short-term disability benefits.

• Vacation (three (3) weeks beginning in 2008).

• Cell phone/blackberry.

• Reimbursement for business expenses/use of a corporate credit card.

     8. Relocation benefits. The Company will provide you with the following relocation benefits: (a) payment for temporary housing for the one hundred twenty (120) day period beginning on the Effective Date (the “Relocation Period”); (b) weekly meal allowance reimbursement of up to $150.00 during the Relocation Period; (c) payment for bi-weekly round trip travel for either you or your spouse for the purpose of relocation investigation and house hunting during the Relocation Period; (d) arrangement and payment for the services of a moving firm in accordance with the Company’s relocation policy for a relocation that takes place within 12 months of your hire date; (e) closing costs in an amount not to exceed $3,000 for the purchase of a new house/residence within 12 months of your hire date; and (f) reimbursement of the commission costs on the sale of your house in Florida (the foregoing (a), (b), (c), (d), (e) and (f) are collectively referred to as the "Relocation Benefits”). For each month (or any portion of such month) that you remain employed by the Company, you will earn one-twenty-fourth (1/24^th) of the Relocation Benefits. If your employment is terminated by you for any reason or by the Company for cause (as defined above in paragraph 3) within twenty-four (24) months of the Effective Date, you will repay the unearned portion of the Relocation Benefits to the Company. The Relocation Period may be extended for an additional sixty (60) days in the event your house is not sold during the initial 120-day period.

     9.   (a) In consideration of the compensation to be paid to you as set forth in this letter, the sufficiency of which you hereby acknowledge, you agree that for a period of twelve (12) months after termination of your employment (the “Non-Compete Period”) you

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will not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or its subsidiaries (such businesses being the retail sale of arts and crafts and related products), as such businesses exist or are in process on the date of the termination of Participant’s employment, within a fifty (50) mile radius of any geographic location in which the Company or its Affiliates engage in such businesses or actively plan to engage in such businesses. Nothing herein shall prohibit you from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded and which competes with the businesses of Company and its subsidiaries, so long as you have no direct or indirect active participation in the business of such corporation.

          (b) During the Non-Compete Period, you shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire an employee of the Company or any subsidiary, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any subsidiary to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any subsidiary (including, without limitation, making any negative statements or communications about the Company or its subsidiaries).

          (c) The provisions of this paragraph 9 will be enforced to the fullest extent permitted by the law in the state in which you reside or is employed at the time of the enforcement of the provision. If, at the time of enforcement of this paragraph 9, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. You agree that the restrictions contained in this paragraph 8 are reasonable. In the event of the breach or a threatened breach by you of any of the provisions of this paragraph 9, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by you of this paragraph 8, the Non-Compete Period shall be tolled until such breach or violation has been duly cured.

     10. If your employment is terminated at any time by the Company without cause (as defined above in paragraph 3), you will receive (i) severance payments in the amount of six (6) months’ compensation at your then current rate, less any required withholdings or authorized deductions, in equal monthly installments, plus (ii) health insurance benefits pursuant to the Company’s programs as in effect from time to time, to the extent you participated immediately prior to the date of such termination (“Insurance Benefits”). Should you remain unemployed after six (6) months you will receive an additional month of severance and Insurance Benefits for each month you remain unemployed, up to a maximum of six (6) additional months of severance at your then current rate, less any required withholdings or authorized deductions in equal monthly installments, and Insurance Benefits

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for a maximum of six (6) additional months. At no time will the total amount of severance to be paid to you equal more than twelve (12) months. Likewise, Insurance Benefits will be provided to you for no more than twelve (12) months following your termination date. No payment of any sum pursuant to this paragraph 10 will be made unless and until you shall have executed and delivered to the Company a release of any and all claims against the Company and its subsidiaries (and their respective present and former officers, directors, employees and agents), all in form and substance as provided by counsel to the Company (the “Release”) and any waiting period or revocation period provided by law for the effectiveness of the Release shall have expired without you having revoked the Release.

     11. You may terminate your employment with the Company at any time and for any reason whatsoever. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in writing signed by an officer of the Company so authorized.

     12. By signing below, you agree to keep the terms of this offer strictly confidential. You may only disclose the information in this letter to your immediate family, attorney(s) and/or tax advisor(s) unless ordered to do so by a duly authorized subpoena issued by an appropriate agency or court of law.

     13. This offer letter replaces and supersedes any agreements or offers previously provided to you by the Company. This letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same letter.

[Signature page follows on next page.]

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     Please indicate your acceptance of this offer by signing this letter where indicated below.

Sincerely,

A.C. MOORE ARTS & CRAFTS, INC.

By:

/s/ Amy Rhoades

Amy Rhoades

Vice President and General Counsel

INTENDING TO BE LEGALLY BOUND,
AGREED TO AND ACCEPTED:

/s/ Joseph A. Jeffries

Joseph A. Jeffries

[Signature Page to Letter to Joseph A. Jeffries]

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EX-99.1

Exhibit 99.1

For:	From:
A.C. Moore Arts & Crafts, Inc.	Gregory FCA Communications, Inc.
For More Information Contact:	For More Information Contact:
Amy Rhoades, General Counsel	Joe Crivelli
(856) 768-4936	(610) 642-8253

Joseph A. Jeffries Joins A.C. Moore as
Executive Vice President of Operations

Berlin, New Jersey, November 28, 2007 — A.C. Moore Arts & Crafts, Inc. (Nasdaq: ACMR) announced today that Joseph A. Jeffries will join the Company as its Executive Vice President of Operations effective today.

Rick A. Lepley, Chief Executive Officer, said, “We are extremely pleased to have Joe join our senior management team. Joe brings excellent skills in improving operational processes and efficiencies. We believe he will positively impact A.C. Moore’s practices for moving consumer products from our vendors to our stores and into the hands of our customers.”

Jeffries said, “I am looking forward to helping A.C. Moore through the next phases of its corporate transition to employ state of the art systems, processes and procedures for flowing freight, improving in store merchandising and running stores more profitably. I am very impressed with the team that has been assembled and look forward to the opportunity to contribute.”

Since 1999, Jeffries, 42, has served in various senior management roles for Office Depot, Inc., a global supplier of office products and services, including most recently as Vice President, Store Operations, Space Planning and Visual Merchandising, a position he held since 2004. Prior to that, he served as Office Depot’s Vice President of Store and Copy Center Operations. From 1985 to 1999, he held management positions with Home Quarters Warehouse, Inc.

Reporting to Jeffries will be Craig R. Davis, Senior Vice President of Merchandising and Marketing, Daniel C. Maguire, Vice President of Store Operations, and Michael J. Metheny, Vice President of Supply Chain.

About A.C. Moore:
A.C. Moore operates arts and crafts stores that offer a vast assortment of traditional and contemporary arts and crafts merchandise for a wide range of customers. The Company operates 134 stores in the Eastern United States from Maine to Florida. For more information about the Company, visit our website at www.acmoore.com.

# # #

This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based on A.C. Moore’s current expectations and assumptions as of this date. The Company undertakes no obligation to update or revise any forward-looking statement whether the result of new developments or otherwise. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ from those anticipated include, but are not limited to, the Company’s ability to implement its business and operating initiatives to improve profitability, customer demand and trends in the arts and crafts industry, inventory risks, the effect of economic conditions and gasoline prices, the impact of unfavorable weather conditions, the impact of competitors’ locations or pricing, the availability of acceptable real estate locations for new stores, difficulties with respect to new system technologies, difficulties in implementing measures to reduce costs and expenses and improve margins, supply constraints or difficulties, the effectiveness of and changes to advertising strategies, the costs associated with a change in management, difficulties in determining the outcome and impact of litigation, the impact of the threat of terrorist attacks and war, the Company’s ability to maintain an effective system of internal control over financial reporting, the results of the Company’s review of its inventory accounting practices, the Company’s ability to regain compliance with Nasdaq listing standards, the Company’s ability to meet its expected filing date for the Form 10-Q for the third quarter of 2007 and any prior financial statements requiring restatement and other risks detailed in the Company’s Securities and Exchange Commission filings.