-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYuuYY72vhcyHJ2OtXiRCQMSbfq3PtoN78FZu77Uw6OqmrX52faXucoWj8czSR65 kdKfH8sYZgihDnxEqWVc/g== /in/edgar/work/20000531/0000950116-00-001371/0000950116-00-001371.txt : 20000919 0000950116-00-001371.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950116-00-001371 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000531 EFFECTIVENESS DATE: 20000531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A C MOORE ARTS & CRAFTS INC CENTRAL INDEX KEY: 0001042809 STANDARD INDUSTRIAL CLASSIFICATION: [5990 ] IRS NUMBER: 223527763 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38156 FILM NUMBER: 646963 BUSINESS ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 BUSINESS PHONE: 6092286700 MAIL ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on May 31, 2000 Registration No. 33-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A.C. MOORE ARTS & CRAFTS, INC. (Exact name of registrant as specified in its charter)
500 University Court Pennsylvania Blackwood, NJ 08012 23-3527763 ------------------------------- ------------------------------- ---------------------- (State or other jurisdiction of (Address of Principal Executive (I.R.S. Employer incorporation or organization) Offices) (Zip Code) Identification Number)
A. C. MOORE ARTS & CRAFTS 401(k) PLAN (Full title of the plan) John E. Parker, President and Chief Executive Officer A.C. Moore Arts & Crafts, Inc. 500 University Court Blackwood, New Jersey 08012 (Name and address of agent for service) (856) 228-6700 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================================================== Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered (1) per share offering price fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 500,000 shares $5.53(2) $2,765,000 $730 ===================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefits plan described herein. (2) Pursuant to Rule 457(h), based upon the average of the high and low sale prices of A.C. Moore Arts & Crafts, Inc. Common Stock, no par value, reported on the Nasdaq National Market on May 26, 2000; and used solely for the purpose of calculating the registration fee in accordance with Rule 457(k) under the Securities Act of 1933, as amended. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in The A.C. Moore Arts & Crafts 401(k) Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a Prospectus that meets the requirements of Section 10(a) of the Securities Act. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any and all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to A.C. Moore Arts & Crafts, Inc., 500 University Court, Blackwood, New Jersey 08012, Attention: Leslie H. Gordon, Executive Vice-President and Chief Financial Officer, telephone number (856) 228-6700. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by Form 10-K referred to in (i) above; and (iii) The description of the Company's Common Stock which is incorporated by reference in the Company's Registration Statement on Form 8-A (File No.000-23157) filed on October 1, 1997 under the Securities Exchange Act of 1934, as amended. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"), contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a representative, director or officer of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Under Section 1743, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding if the appropriate standards of conduct are met. Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and such determination will be made by the board of directors (i) by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. 2 Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Section 1747 grants to a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him or her in his or her capacity as officer or director, whether or not the corporation would have the power to indemnify him or her against the liability under Subchapter 17D of the BCL. Section 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representative serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such person. The Company's by-laws provide, in general, that the Company shall indemnify its officers and directors to the fullest extent authorized by law. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The following exhibits are filed as part of the Registration Statement or, where so indicated, have been previously filed and are incorporated herein by reference. Exhibit No. Description ----------- ----------- 5.1 Opinion of Counsel regarding legality 10.1 The A. C. Moore Arts & Crafts 401(k) Plan 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 3 Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 (c) The undersigned registrant hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment for the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Blackwood, New Jersey, on the 30th day of May, 2000. A.C. MOORE ARTS & CRAFTS, INC. By: /s/ John E. Parker --------------------------------------- John E. Parker President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John E. Parker, his true and lawful attorney-in-fact and agent, with full power of substitution of resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the 30th day of May, 2000
Signature Capacity /s/ John E. Parker President, Chief Executive Officer - ------------------------------------------------ and Director John E. Parker (principal executive officer) /s/ Leslie H. Gordon Executive Vice President and - ------------------------------------------------ Chief Financial Officer Leslie H. Gordon (principal accounting and financial officer) /s/ William Kaplan Chairman of the Board - ------------------------------------------------ William Kaplan /s/ Patricia A. Parker Director - ------------------------------------------------ Patricia A. Parker /s/ Richard Lesser Director - ------------------------------------------------ Richard Lesser /s/ Richard J. Bauer Director - ------------------------------------------------ Richard J. Bauer /s/ Richard J. Drake Director - ------------------------------------------------ Richard J. Drake
6 Exhibit Index Exhibit Number 5.1 Opinion of Counsel regarding Legality 10.1 The A. C. Moore Arts & Crafts 401(k) Plan 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 7 EX-5.1 2 0002.txt EXHIBIT 5.1 EXHIBIT 5.1 BLANK ROME COMISKY & MCCAULEY LLP______________________________________________ Counselors at Law Delaware Direct Dial Phone: (215) 569-5500 Florida Maryland New Jersey Direct Dial Fax: (215) 569-5555 New York Pennsylvania Washington, DC May 31, 2000 A.C. Moore Arts & Crafts, Inc. 500 University Court Blackwood, NJ 08012 Gentlemen: We have acted as counsel to A.C. Moore Arts & Crafts, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-8 ("Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 500,000 shares of common stock, no par value ("Common Stock"), by the Company pursuant to The A. C. Moore Arts & Crafts 401(k) Plan (the "Plan"). This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K. Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we may not have knowledge of many transactions in which the Company has engaged or its day-to-day operations. In rendering this opinion, we have examined the following documents: (i) the Company's Articles of Incorporation and Bylaws; (ii) resolutions of the Board of Directors of the Company; (iii) the Registration Statement; and (iv) a copy of the Plan. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. We have not made any independent investigation in rendering this opinion other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We make no representation as to the sufficiency of our investigation for your purposes. This opinion is limited to the laws of the Commonwealth of Pennsylvania. One Logan Square, Philadelphia, Pennsylvania 19103-6998 Phone: 215.569.5500 Fax: 215.569.5555 Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company which are being offered by the Company pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable. This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Blank Rome Comisky & McCauley LLP BLANK ROME COMISKY & McCAULEY LLP EX-10.1 3 0003.txt EXHIBIT 10.1 EXHIBIT 10.1 - -------------------------------------------------------------------------------- A.C. Moore Arts & Crafts, Inc. 401(k) Plan Summary Plan Description - -------------------------------------------------------------------------------- TABLE OF CONTENTS INTRODUCTION TO YOUR PLAN 3 - -------------------------------------------------------------------------- GENERAL INFORMATION ABOUT YOUR PLAN 4 - -------------------------------------------------------------------------- ELIGIBILITY AND PARTICIPATION 5 - -------------------------------------------------------------------------- Eligibility 5 Participation Requirements 5 Entry Date 5 YOUR CONTRIBUTIONS TO THE PLAN 5 - -------------------------------------------------------------------------- Compensation 5 Elective Deferrals 5 YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN 6 - -------------------------------------------------------------------------- Employer Matching Contributions 6 BENEFITS UNDER YOUR PLAN 7 - -------------------------------------------------------------------------- Normal Retirement Age 7 Disability 8 In-Service Distributions 8 Hardship Withdrawals 8 Loan Availability 9 STATEMENT OF ERISA RIGHTS 13 - -------------------------------------------------------------------------- CLAIMS PROCEDURES 14 - -------------------------------------------------------------------------- PENSION BENEFIT GUARANTY CORPORATION 15 - -------------------------------------------------------------------------- 2 INTRODUCTION TO YOUR PLAN Your Employer has instituted this Plan to reward efforts made by Employees who contribute to the overall success of the Company. The Plan is exclusively for the benefit of Participants and their Beneficiaries. The purpose of the Plan is to help you build financial security for your retirement and to help protect you and your Beneficiaries in the event of your death or Disability. This Plan is a 401(k) plan. It offers you a built in savings system through pre-tax payroll deductions. It also offers attractive tax advantages, the freedom to choose investments according to your needs, the flexibility to change your investments as your needs change, and a way to build capital for a secure retirement. Under the terms of this Plan, you may choose to defer a portion of your current salary, which your Employer then contributes to the plan on a pre-tax basis. Contributions are not subject to Federal income tax, and in most cases are also exempt from state or local income taxes. Since your contributions are not subject to Federal income tax, your taxable income is reduced. The laws governing plans like this one contain many provisions that may affect your retirement. You should contact your Plan Administrator with any questions about the Plan before you make any decisions related to your retirement. For specific tax advice, you should contact your tax advisor. This Summary Plan Description (SPD) summarizes the key features of your Plan, and your rights, obligations and benefits under the Plan. Some of the statements made in this SPD are dependent upon this Plan being "qualified", or approved by the Internal Revenue Service. Please contact your Plan Administrator with any questions you may have after you have read this summary. Every effort has been made to make this description as accurate as possible. However, this booklet is not a Plan document. This SPD is not meant to interpret, extend, or change the provisions of the Plan in any way. The terms of the Plan are stated in and will be governed in every respect by the Plan document. Your right to any benefit depends on the actual facts and the terms and conditions of the Plan document, and no rights accrue by reason of any statement in this summary. A copy of the Plan document is available at the principal office of your Employer for inspection. You, your Beneficiaries, or your legal representatives may request to inspect the Plan Document at any reasonable time. 3 GENERAL INFORMATION ABOUT YOUR PLAN Employer/Plan Sponsor A. C. Moore Arts & Crafts, Inc. and Plan Administrator 500 University Court Blackwood, NJ 08012 (609) 228-6700 Employers Tax ID Number: 22-3527763 Plan Trustee(s): Merrill Lynch Trust Company 300 Davidson Avenue 2nd Floor West Somerset, New Jersey 08873 Plan Name: A.C. Moore Arts & Crafts, Inc. 401(k) Plan Plan Number: 001 Plan Effective Date: January 1, 1999 Employer Tax Year: January 1st through December 31st Plan Year End: December 31st Type of Recordkeeping: Contract Administration Type of Plan: 401(k) - -------------------------------------------------------------------------------- The Plan Administrator keeps the records for the Plan, and is responsible for the interpretation and administration of the Plan. All Plan Records will be kept on the basis of the Plan Year. The Plan Administrator may hire a third party record keeper to perform the administrative functions of the Plan. If you have questions about the Plan you should write to the Plan Administrator. The Plan Administrator and the Trustees are designated as the Agents for Service of Legal Process. - -------------------------------------------------------------------------------- 4
ELIGIBILITY AND PARTICIPATION Eligibility: All Employees of the Employer and Participating Affiliates are eligible to participate in this Plan, except non-resident aliens, and Employees who are members of a union who bargained separately for retirement benefits during negotiations. Participating Affiliates: A.C. Moore, Inc.; Blackwood Assets, Inc.; and Moorestown Finance, Inc Participation Requirements (401(k)): If you are not excluded from participation due to the above, you will become eligible to participate in the Plan upon attaining age 21 and completing one (1) Year of Service. A "Year of Service" is a twelve consecutive month period, beginning on your date of hire, during which you complete 1,000 "Hours of Service". An Hour of Service is any hour for which you are paid or entitled to payment. If you fail to complete 1,000 Hours of Service during your initial twelve months of employment, you may still complete a Year of Service by being credited with 1,000 Hours of Service during any subsequent twelve month period ending on your employment anniversary date. If you do not meet the eligibility requirements, you will not be eligible to participate in this Plan. Entry Date: You will become a Participant in the Plan on the Entry Date coincident with or next following the date you meet the participation requirements. The Entry Dates for this Plan are the first day of each month. YOUR CONTRIBUTIONS TO THE PLAN Compensation: Compensation means the total salary or wages paid to you as shown on your W-2, to a maximum of $160,000*. For the first year you participate in the Plan, only Compensation earned after your Entry Date will be used to determine your share of your Employer's Contribution. * Adjusted periodically for cost of living by the IRS. Elective Deferrals: Up to 20% of Annual Compensation, to a maximum of $10,000* per calendar year. * Adjusted periodically for cost of living by the IRS.
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This limitation is an aggregate limit that applies to all deferrals you make to this Plan and to any other elective deferral plan, including tax sheltered annuity contracts, simplified pension plans, or other 401(k) plans. Making and Modifying 401(k) Elections: You may discontinue deferrals at any time, upon written notice to the Plan Administrator. Your instructions to cease Elective Deferrals will be implemented as of the first payroll period following the date you notified your Plan Administrator. To resume your Elective Deferral Contribution, you must provide written notice to your Plan Administrator, and wait until the next monthly interval. You may increase or decrease your Elective Deferral Contribution Percentage at monthly intervals throughout the Plan Year. Investment of Contributions: As a Participant in this Plan, you direct the investment of your account(s). Your Plan provides a menu of investment options from which you may select your investments. You may modify your investment elections, transfer existing account balances, and obtain information regarding your investments on a daily basis.
- -------------------------------------------------------------------------------- You should be aware that your investment decisions will ultimately affect the retirement benefits to which you will become entitled. Your Employer and the Plan Trustee(s) cannot provide you with investment advice, nor are they obligated to reimburse any participant for any investment loss that may occur as a result of his or her investment decisions. There is no guarantee that any of the investment options available in this Plan will retain their value or appreciate. - --------------------------------------------------------------------------------
YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN Employer Matching Contributions: Your Employer may make a contribution to the Plan known as a 401(k) Matching Contribution. Your Employers 401(k) Matching Contribution, if any, will be an amount not to exceed 100% of the first 6% of your Compensation contributed as an Elective Deferral subject to a maximum of $1,500. In 1999, your employer will contribute 25% of the first 6% of your contribution to a maximum of $1,500. Eligibility for Employer Matching Any Participant who makes an Elective Deferral Contribution will Contributions: be eligible to receive an Employer Matching Contribution.
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Vesting: Vesting means that for each Year of Service you complete you become entitled to all or a portion of your Employer Contributions Account(s). For purposes of determining your vested account balance, Years of Service prior to the effective date of the Plan will not be counted. For example, if the effective date of the Plan is January 1, 1999 and you were employed as of that date, you will have completed a Year of Service for vesting purposes on each January 1st for which you remain employed. If you were employed after January 1, 1999, you will be credited with a Year of Service for vesting purposes on each anniversary of your Date of Hire. Vesting of Elective Deferrals: You are always 100% vested in your Elective Deferrals. Vesting Schedule for Employer 401(k) Matching Contributions Years of Service Vested Percentage 1 0% 2 33 1/3% 3 66 2/3% 4 100% Year of Service for Vesting Defined: You will have completed a Year of Service for vesting purposes on each anniversary of your date of hire with your Employer.
- -------------------------------------------------------------------------------- If this is an amended or restated Plan, your vested percentage cannot be less than your vested percentage prior to the amendment or restatement of this Plan. - --------------------------------------------------------------------------------
Forfeitures: If you terminate service prior to being fully vested in your Employer 401(k) Matching Contribution Account, you forfeit the amount in which you are not vested. Forfeitures will be used to reduce future Employer 401(k) Matching Contributions to the Plan. BENEFITS UNDER YOUR PLAN Normal Retirement Age: Your Normal Retirement Age is age 65. You are 100% vested in your Employer Contribution Account(s) upon your Normal Retirement Date. Early Retirement Age: Your Early Retirement Age is the attainment of age 55. You are 100% vested in your Employer Contribution Account(s) upon your Early Retirement Date.
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Disability: You will be considered to be disabled if your injury or medical condition causes you to be unable to engage in any substantial gainful activity for a continuous period of at least twelve months. Benefit payments will begin as soon as feasible after your Disability Retirement Date. You are 100% vested in your Employer Contribution Account(s) if you are deemed disabled. In-Service Distributions: As an active Participant in the Plan, you may, upon attaining age 59 1/2, submit a written application to the Plan Administrator to withdraw all or a portion of your vested account balance. Hardship Withdrawals As an active Participant in the Plan, you may submit a written application to the Plan Administrator for a hardship withdrawal, if you are experiencing an immediate and heavy financial need. Events Which Qualify For A Hardship 1. To cover medical expenses incurred by you, your spouse or your Distribution dependents; 2. For the purchase of a principal residence (excluding mortgage payments); 3. For the payment of tuition and related educational fees for the next twelve months of post-secondary education for you, your spouse, your children or your dependents; 4. For the payment of amounts necessary to prevent eviction from or foreclosure on your principal residence. All other forms of financial assistance must be explored and exhausted before a Hardship
- -------------------------------------------------------------------------------- If you take a hardship withdrawal, your Elective Deferral Contributions will be suspended for a period of twelve months following the date of the withdrawal. - --------------------------------------------------------------------------------
Tax Consequences for Receiving A Distribution Distribution or withdrawal of your vested account balance may be or Withdrawal: subject to ordinary income taxes or early distribution penalties. Please consult your tax advisor prior to taking any distribution or withdrawal.
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Loan Availability: An active Participant in the Plan may request a loan from the Plan. A loan allows you to borrow money from your account without incurring a penalty. You must repay the loan with interest, on an after tax basis, usually through payroll deduction. Once you request a loan, your Employer is required to approve the loan. After approval, you will receive a check with an attached promissory note. By endorsing the check, you agree to the terms and repayment conditions in the promissory note. As an active Participant in the Plan, you may request a loan from the Plan. The loan amount is available by calling the Voice Response System. Loan Requirements: 1. Loans are available to all participants in the Plan on a uniform and nondiscriminatory basis. 2. Loans must bear a reasonable rate of interest. 3. The loan must be adequately secured. Loan Limitations: You may borrow any amount up to 50% of your vested account balance. However, your loan can be no more than $50,000 minus your highest outstanding loan amount during the prior 12 months. Loan Repayments: Repayment of a loan must be made at least quarterly, on an after-tax basis, in level payments of principal and interest, and repaid within five years, except for the purchase of a primary residence. Tax Consequences of Plan Loans: If you fail to make loan repayments when they are due, you may be considered to have defaulted on the loan. Defaulting on a loan may be considered a distribution to you from the Plan, resulting in taxable income to you and may ultimately reduce your benefit from the Plan. Death Benefits: Your Employer Contribution Account(s) become 100% vested upon your death. Your Beneficiary will be entitled to receive your account balance. If you are married at the time of your death, your surviving spouse is your Beneficiary unless: o You elect otherwise in writing (with the consent of your spouse); o You establish to the satisfaction of the Plan Administrator that your spouse cannot be located. o Your spouse has validly waived any right to the death benefit.
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If you want to designate a Beneficiary other than your spouse, (an "alternate Beneficiary") you must do so on a form provided by the Plan Administrator. You may revoke or change this designation at any time by filing written notice with the Plan Administrator, however, your spouse must consent, in writing, to any alternate Beneficiary. A Notary Public or Plan official must witness your spouse's consent. It is important that you notify the Plan Administrator of any change in your marital status or change in your Beneficiary designation. Distributions Upon Death: If death occurs before Retirement Benefits begin, your Beneficiary may choose to defer payment, or to receive payment based on the following general guidelines: o Payment may be made in the form of a life annuity for Participants who transferred money from a prior plan where this option was available; o Payment may be made in installments payable in cash or in kind, or part in cash and part in kind over a period not to exceed your expected future lifetime or the joint expected future lifetime (based on actuarial tables) of you and your spouse; o The entire sum must be distributed no later than the last day of the year of the fifth anniversary of your death, if your Beneficiary is not your surviving spouse; o If your Beneficiary is your spouse, payment may be postponed until December 31st of the calendar year in which you would have attained age 65; o Payment may be made in installments, as described above, beginning on or before the December 31st following the year in which you die.
- -------------------------------------------------------------------------------- If death occurs after Retirement Benefits begin, but before your entire Retirement Benefit has been paid, the remaining portion of your Retirement Benefit will continue in the same form and for the same period as you originally elected. In any case, payments will continue to be made at least as rapidly as such payments were being made prior to your death. - --------------------------------------------------------------------------------
If you fail to designate an alternate Beneficiary, or your alternate Beneficiary does not survive you, the benefit payable from this Plan as a result of your death will be payable to your Surviving Spouse. If you have no Surviving Spouse, the death benefit will be paid to your estate. If the value of your account is $5,000 or less, death benefits will be distributed to your Beneficiary without your Beneficiary's consent as soon as practicable following your death.
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Forms of Benefit: The normal form of payment with respect to your vested account balance under this Plan is a lump sum. If your account balance is $5,000 or less, you will receive a lump sum distribution as soon as feasible following the date you terminated employment. If your account balance is greater than $5,000, you (and your spouse, if applicable) must give written consent before the distribution can be made. An optional form of payment with respect to your vested account balance is installments payable in cash or in kind, or part in cash and part in kind over a period not to exceed your expected future lifetime, or the joint expected future lifetime (based on actuarial tables) of you and your spouse. If you transferred money from a prior plan, another form of benefit may be available. You should consult with your tax advisor regarding those options.
- -------------------------------------------------------------------------------- You may request that all or part of any taxable distribution you receive from the Plan, other than an annuity, installments paid over 10 or more years, or required distributions after age 70 1/2, be rolled over directly from the Trustees to the trustee or custodian of an eligible retirement plan. For this purpose, an "eligible retirement plan" includes an individual retirement account or annuity, or your new employer's qualified plan, if the plan accepts rollovers. The Plan Administrator will notify you if any amount to be distributed to you is an eligible rollover distribution. Special tax withholding rules apply to any portion of the eligible rollover distribution which is not rolled over directly to an eligible retirement plan. - --------------------------------------------------------------------------------
Top-Heavy Defined: A plan becomes Top-Heavy when 60% or more of the Plan's assets are allocated to Key Employees. Key Employees are certain owners or officers of your Employer. If the Plan becomes Top-Heavy certain rules apply. Top-Heavy Rules: A minimum contribution will be required to Non-Key Employees. This contribution is the lesser of: o three percent (3%) of Compensation; or o the largest percentage of Compensation contributed by the Employer on behalf of Key Employees. o If you are a Participant in more than one plan maintained by your Employer, you may not be entitled to minimum benefits in more than one plan. Vesting Schedule for Top-Heavy: Vesting schedule outlined earlier will apply. Rollovers or Transfers: o You must submit a written request to your Plan Administrator, who will determine whether a rollover or transfer is acceptable; o You may make such a contribution to this Plan prior to being eligible for the Plan; o Any amount rolled over or transferred to this Plan cannot include personal IRA contributions; o Prior to making a rollover or transfer, you should consult with your tax advisor.
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Period of Severance: Under the elapsed time method, your Years of Service for vesting purposes run from the date you first perform an Hour of Service for your Employer until your severance from service date. A Period of Severance begins on the earlier of: o The date you quit, retire, are discharged, or die. OR o The first anniversary of the first date of a period in which you remain absent from service with your Employer (with or without pay) for any reason other than quitting, retirement, discharge, or death. These reasons include vacation, holiday, sickness, disability, leave of absence, or layoff. If you are absent on military leave, you will not be considered to have a Period of Severance if you return to work within 90 days of your release from military duty, or any longer period during which your reemployment rights are protected by law. If you are on an authorized leave of absence (in accordance with standard personnel policies), you will not be considered to have a Period of Severance if you return to work immediately upon the expiration of such leave of absence. If you are on a leave of absence because of maternity or paternity, you will not be considered to have a Period of Severance until the second anniversary of the first date of your leave. For example, if you went on maternity leave on October 1, 1995, you would not be considered to have severed service with your Employer if you returned to work and performed an Hour of Service before October 1, 1997. If you did not return to work on or before October 1, 1997, you would incur a Period of Severance. If you are reemployed after you incur a Period of Severance and you were vested when you terminated employment, upon your reemployment, you will be immediately eligible for the Plan, and you will be vested at the same percentage as when you left. If you are reemployed after you incur a Period of Severance and you were not vested when you terminated employment, you will lose credit for service you completed prior to your termination if your absence is five years or longer. If you are reemployed within five years after you incur a Period of Severance, and you received a full or partial distribution (including a "deemed" distribution if you had a $0 account balance), you may return as a Participant at the same vested percentage as when you left, provided you repay the amount distributed to you within five years of the date you are reemployed. After repayment, your account balance will be restored to its original amount as though
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there had been no distribution, and any amount forfeited when you left will be replaced by your Employer. If you are reemployed after you incur a five-year Period of Severance, you will not be given the opportunity to repay the amount distributed to you and your vested percentage will be determined based on your Years of Service beginning on your date of reemployment. If you terminate service prior to becoming a Participant in the Plan, you will be treated as a new employee upon your reemployment. To participate, you must meet the Eligibility Requirements. Qualified Domestic Relations Orders: As a general rule, your account balance may not be assigned. This means that your accounts cannot be sold, used as collateral for a loan, given away, or otherwise transferred. In addition, your creditors may not attach, garnish or otherwise interfere with your account. An exception to this general rule is a "qualified domestic relations order" or QDRO. A QDRO is a court order that can require the Plan Administrator to pay a portion of your account balance to your former spouse, child or other dependent. Plan Amendment or Termination: Your Employer reserves the right to amend the Plan at any time. However, no amendment can deprive you of any vested benefits. Your Employer also reserves the right to terminate the Plan. If the Plan is terminated, you will be 100% vested in your total account balance under the Plan.
STATEMENT OF ERISA RIGHTS As a Participant in the Plan, you are entitled to certain rights and protection under the Employee Retirement Income Security Act of 1974 (ERISA). Your Employer may not fire you or discriminate against you to prevent you from obtaining a benefit from the Plan or exercising your rights under ERISA. ERISA provides that all Plan Participants shall be entitled to: o Examine, without charge, at your Plan Administrator's office, all Plan documents, insurance contracts, if any, and copies of all documents filed by your Plan with the U. S. Department of Labor, such as annual reports and Plan descriptions. o Obtain copies of all Plan documents and other Plan information upon written request to your Plan Administrator. Your Plan Administrator may impose a reasonable charge for the copies. o Receive a summary of the Plan's annual financial report. Your Plan Administrator is required by law to provide each Participant with a copy of the Plan's Summary Annual Report. 13 o Obtain an annual statement telling you whether you have a right to receive a benefit under the Plan, and if so, what your benefits would be if you stop working for your Employer now. If you do not have a right to a benefit under the Plan, the statement must tell you how many years you have to work to get a benefit under the Plan. The Plan may require a written request for this statement, but it must be provided free of charge. o File suit in Federal court if any materials requested are not received within 30 days of your request unless the materials were not sent because of matters beyond the control of your Plan Administrator. The court may require your Plan Administrator to pay you up to $110 per day for each day's delay until the materials are received by you. In addition to creating rights for Plan participants, ERISA imposes obligations upon the persons who are responsible for the operation of the Plan. These persons are referred to as "fiduciaries". Fiduciaries must act solely in the interest of Plan Participants and Beneficiaries and must exercise prudence in the performance of their plan duties. Fiduciaries who do not comply with ERISA may be removed and required to make good any losses they have caused the Plan. If Plan fiduciaries are misusing the Plan's assets, as a Participant in the Plan, you have the right to file suite in a Federal court or to request assistance from the U.S. Department of Labor. If you are successful in your lawsuit, the court may require the other party to pay your legal costs, including attorney's fees. If you are unsuccessful in your lawsuit, or the court finds your action frivolous, the court may order you to pay these costs and fees. CLAIMS PROCEDURES When you terminate employment, you must complete a form that notifies the Plan Administrator that you are making a claim for benefits. Your Employer has a supply of these forms. Ideally this form should be completed on or before your final day of work. This way, your Employer can send your claim for benefits right away for processing. If, after your claim for benefits is processed, you have questions or disagree with the calculation of your benefit, you must notify the Plan Administrator in writing. The Plan Administrator will, within 90 days (or within 180 days if special circumstances exist) notify you in writing of its decision. If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. That notification will include: 1. How your benefit was calculated; 2. The specific reason that your claim is denied (in whole or in part) if it is denied; 3. Specific references to Plan provisions on which the denial is based; 4. A description of any additional material or information necessary for you to perfect your claim and an explanation of why such information is necessary; 5. An explanation of the Plan's claim review procedure. Within 60 days after you receive notice of the denial of part or your entire claim for benefits, you may file a written appeal with the Plan Administrator. You may seek representation by an attorney or other representation of your choosing. You may submit written and oral evidence and arguments in support of your claim. You may review all relevant documents. The Plan Administrator generally makes a final decision within 60 days of your appeal. The Plan Administrator's decision will include the specific reasons for its decision and specific references to Plan provisions on which the decision is based. 14 PENSION BENEFIT GUARANTY CORPORATION The type of Plan your Employer has adopted is a defined contribution plan. Therefore, the Plan is not subject to or insured by the Pension Benefit Guaranty Corporation (PBGC). If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the U.S. Department of Labor Management Services Administration, Department of Labor. 15 EX-23.1 4 0004.txt EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2000 relating to the financial statements which appears in A.C. Moore Arts & Crafts, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania May 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----