-----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, TJH/3bP67exDlwX25+aMLnBsW0ZjWvq15sCF7QtxJHRhAJDUTuGyXbUuXbL/SlLe YbvNwhPO4JiZCQTcnZA6eA== 0001125282-06-003418.txt : 20060614 0001125282-06-003418.hdr.sgml : 20060614 20060614122428 ACCESSION NUMBER: 0001125282-06-003418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060608 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.C. Moore Arts & Crafts, Inc. CENTRAL INDEX KEY: 0001042809 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 223527763 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23157 FILM NUMBER: 06904165 BUSINESS ADDRESS: STREET 1: 130 A.C. MOORE DRIVE CITY: BERLIN STATE: NJ ZIP: 08009 BUSINESS PHONE: (856) 768-4930 MAIL ADDRESS: STREET 1: 130 A.C. MOORE DRIVE CITY: BERLIN STATE: NJ ZIP: 08009 FORMER COMPANY: FORMER CONFORMED NAME: A C MOORE ARTS & CRAFTS INC DATE OF NAME CHANGE: 19970722 8-K 1 p413696-8k.txt FORM 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) June 8, 2006 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 of incorporation) 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 (see General Instruction A.2. below): [_] 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Separation Agreement On June 8, 2006, A.C. Moore Arts & Crafts, Inc. (the "Company") and Patricia A. Parker entered into an Agreement and Complete and Full General Release (the "Separation Agreement") pursuant to which Ms. Parker's employment as the Company's Executive Vice President, Merchandising will terminate effective as of June 30, 2006. Ms. Parker will continue to receive her annual compensation at its current rate through the separation date. Following the separation date, Ms. Parker will receive a severance payment from the Company in an amount equal to one year's compensation at her current rate, paid in one lump sum payment. In addition, Ms. Parker's unvested stock options will continue to vest over their remaining terms and she will have up to five years from June 30, 2006 to exercise all vested stock options. The Separation Agreement also provides for her release of the Company from all claims and for confidentiality provisions, as well as Ms. Parker's agreement for 12 months not to directly or indirectly compete with the Company within any geographic area in which the Company engages in business as of the separation date or solicit employees from the Company. The foregoing summary of the Separation Agreement is not intended to be complete and is qualified in its entirety by reference to the agreement, which is attached to this Current Report as Exhibit 10.1 and is incorporated by reference into this Item 1.01. Compensation of Chairman of Board of Directors On June 12, 2006, the Company's Board of Directors approved the appointment of Michael J. Joyce, a director of the Company since June 2004, as the non-executive Chairman of the Board of Directors. The Board of Directors also approved a retainer fee of $50,000 payable to Mr. Joyce for his services in 2006 as the Chairman of the Board of Directors, in addition to the other compensation payable to Mr. Joyce as a non-employee director of the Company. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. The Company's Board of Directors appointed Joseph F. Coradino to serve as a director of the Company effective as of June 12, 2006. Mr. Coradino will serve as a Class A director until the Company's 2006 annual meeting of shareholders. Mr. Coradino has been named to serve on the Audit Committee of the Board of Directors effective as of June 12, 2006. ITEM 7.01 REGULATION FD DISCLOSURE. On June 12, 2006, the Company issued a press release, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. For additional information regarding Mr. Coradino, please see this press release. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description - ----------- ----------- 10.1 Agreement and Complete and Full General Release, effective as of June 8, 2006, between the Company and Patricia A. Parker. 99.1 Press release dated June 12, 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: June 14, 2006 By: /s/ Leslie H. Gordon ------------------------------------ Name: Leslie H. Gordon Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Agreement and Complete and Full General Release, effective as of June 8, 2006, between the Company and Patricia A. Parker. 99.1 Press release dated June 12, 2006. EX-10.1 2 p413696ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 AGREEMENT AND COMPLETE AND FULL GENERAL RELEASE Patricia A. Parker ("Executive") and A. C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the "Company"), have agreed to conclude their employment relationship. The parties have agreed that, based upon Executive's past service to Company and the parties' mutual desire to amicably conclude the employment relationship, that Executive and Company enter into this Agreement and Complete and Full General Release ("Agreement"). In consideration of the sum to be paid and other promises set out in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree to the following terms: 1. CONCLUSION OF EMPLOYMENT. Executive's employment by Company will terminate on June 30, 2006 ("Separation Date"). Executive will continue to be paid her annual compensation, at its current rate, through the Separation Date. 2. PAYMENT UPON SEPARATION. Assuming the Executive does not revoke this Agreement within the revocation period set forth in Paragraph 8, below, in consideration for executing this Agreement and complying with its terms, Executive will receive a severance payment from the Company in an amount equal to one (1) years' compensation at Executive's current rate, paid in one lump sum payment, less appropriate tax withholdings and authorized deductions, on the first Company pay date subsequent to the Separation Date. 3. HEALTH INSURANCE TRANSITIONAL SUPPORT. Company will comply with its obligations and provide all required notices to Executive of Executive's rights under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). 4. EXERCISE OF STOCK OPTIONS: Company agrees that all unvested stock options granted to Executive prior to the Separation Date will continue to vest over the remaining unvested terms of those options and that Executive shall have a period of up to five (5) years from June 30, 2006 to exercise all vested stock options. 5. CONFIDENTIALITY. Executive and Company agree to keep the terms of this Agreement strictly confidential until such time as this Agreement is filed with the Securities and Exchange Commission. 6. CONFIDENTIAL INFORMATION. Executive acknowledges that the information, observations and data obtained by Executive while employed by the Initials: Executive PP Company RAL Page 1 of 5 Company concerning the business or affairs of the Company and its Subsidiaries ("Confidential Information") are the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chairman of the Board of Directors of Company, unless and to the extent such information becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions. On or before the Separation Date, Executive shall deliver to the Company all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) in any form or medium relating to the Confidential Information or the business of the Company and its Subsidiaries that Executive may then possess or have under Executive's Control 7. NON-COMPETE, NON-SOLICITATION. (a) In consideration of the payment to be made to Executive upon separation referred to in Paragraph 1, above, Executive agrees that for a period of twelve (12) months after the Separation Date (the "Non-Compete Period") Executive shall 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 and its Subsidiaries, as such businesses exist or are in process on the Separation Date, within any geographical area in which the Company and its Subsidiaries engage or, at the time of the execution of the Agreement, actively plan to engage in such businesses. Nothing herein shall prohibit Executive 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 Executive has no direct or indirect active participation in the business of such corporation. (b). During the Non-Compete Period, Executive 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). Initials: Executive PP Company RAL Page 2 of 5 8. WAIVER OF CLAIMS. Executive, individually and on behalf of Executive's estate, heirs, personal representatives, and assigns hereby release, remise and forever discharge the Company and its Subsidiaries of and from any and all actions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages, costs and expenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, liquidated or contingent, whether now existing or hereafter arising, (each individually a "Claim" and all of the foregoing collectively called "Claims"), which Executive had, now has, or may in the future have, including without limitation any Claims: (a) for libel, slander, defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any facts, circumstances or events which are now existing or which occurred on or prior to the date hereof, or (b) for breach of contract, wrongful discharge, non-payment of wages or other sums, with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 8, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company and its Subsidiaries, or in connection with Executive's status or separation of employment from Company; all Claims and rights for wrongful discharge, breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and rights, if any, arising under the Civil Rights Acts of 1964 and 1991, as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or sex), the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the New Jersey Law Against Discrimination and all similar statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and all other Claims or rights whether arising under federal, state, or local law, rule, regulation, constitution, ordinance or public policy. Executive acknowledges that Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive's legal counsel before signing the Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty-one (21) days from the date Executive received a copy of this release to consider entering into this release and accepting the payments Initials: Executive PP Company RAL Page 3 of 5 provided for herein, and that if Executive signs and returns this release before the end of the 21-day period, Executive will have voluntarily waived Executive's right to consider this release for the full twenty-one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of Executive's execution of this Agreement by submitting written notice of Executive's revocation of this release and of this Agreement to the Chairman of the Board of the Company. Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of that 7-day period without Executive having given such notice. If Executive gives such notice of revocation, then this Agreement will be null and void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of competent jurisdiction, then such provision will be modified only to the extent necessary to cure such invalidity and with a view to enforcing the parties' intention as set forth in this release to the extent permissible and the remaining provisions of this release shall not be affected thereby and shall remain in full force and 9. NO WRONGDOING BY COMPANY. Executive acknowledges and understands that by offering and/or executing this Agreement, Company does not admit, and indeed expressly denies, that Company, its employees, managers, agents, directors and officers have done anything improper or violated any law. The signing of this Agreement is not an admission of liability or wrongdoing by Company, its employees, managers, agents, directors or officers. 10. TAXES. Company will withhold all appropriate taxes and issue to Executive an IRS Tax Form W-2. The parties acknowledge, however, that there may be tax consequences for Executive in excess of the amounts withheld from the consideration described in Paragraphs 2 and 3 of this Agreement. It is expressly understood that Executive is responsible for all taxes which Executive may owe as a result of Executive receiving the consideration under this Agreement. Executive expressly understands that if Executive or Executive's family owe taxes, or additional taxes, at any time as a result of the impact of this Agreement, that Executive alone is responsible for making those payments and that Executive will not seek additional sums from Company to make those payments. Similarly, if Executive seeks to recover certain portions of or all of the withheld amounts from the appropriate taxation authorities, such a recovery would be a private matter between Executive and the appropriate government agency or agencies. Company will not provide Executive with, nor will Executive ask for, any additional funds to offset the amount paid or owed in taxes, accrued interest, penalties or for attorneys fees which Executive may incur in resolving Executive's claims with any government agency or agencies or courts of law. Initials: Executive PP Company RAL Page 4 of 5 11. COMPLETE INTEGRATION. The terms contained in this Agreement are the only terms agreed upon by Executive and Company. Notwithstanding any other statements, all benefits which Executive had as a result of Executive's employment, and which are not expressly listed in this Agreement, terminate in accordance with Company's benefit contracts, but in no case later than the end of June, 2006. It is the express intent of the parties that this Agreement fully integrates and expressly replaces any other terms, conditions, conversations, discussions, or any other issues which were discussed regarding Executive's employment at Company, or for any and all reasons based on conduct which has occurred through the date of executing this Agreement. Any other conversations, promises or conditions which do not appear in this document are waived or rejected by agreement of Executive and Company. 12. INTERPRETATION AND ENFORCEMENT. Because Executive has been advised to seek counsel prior to signing this Agreement, the parties agree that the general rule that the document shall be interpreted against the party that drafted it shall not apply to any subsequent issue of interpretation. In the event a dispute arises over the terms of this Agreement, both Executive and Company are equal without regard to who authored this document. All claims, disputes or issues of interpretation which arise, or may arise, out of this Agreement shall be resolved by an Arbitrator under the American Arbitration Association's Rules and Procedures for Employment Cases. The Arbitrator shall have the power to order appropriate remedies for any proven breaches of this Agreement. However, each side shall bear its own attorneys fees. The decision and award of any Arbitrator shall be final and binding. The Parties agree to keep any Decision and Award confidential. 13. COUNTER-PARTS. This Agreement may be signed in separate counter-parts. 14. SIGNATURES /s/ Patricia A. Parker 6/8/06 - ------------------------------------- Date Patricia A. Parker /s/ Rick A. Lepley 6/6/06 - ------------------------------------- Date A. C. Moore Arts & Crafts, Inc. By: Authorized Agent of Company Presented to Executive on: June 6, 2006. Initials: Executive PP Company RAL Page 5 of 5 EX-99.1 3 p413696ex99-1.txt EXHIBIT 99.1 [A.C. MOORE LOGO] General Office o Distribution Center 130 A.C. Moore Drive o Berlin, NJ 08009 PHONE: (856) 768-4930 o FAX: (856) 753-4723 FOR: FROM: A.C. Moore Arts & Crafts, Inc. Gregory FCA Communications, Inc. Leslie Gordon For More Information Contact: Chief Financial Officer Joe Crivelli (856) 768-4930 (610) 642-8253 FOR IMMEDIATE RELEASE JOSEPH F. CORADINO JOINS THE A.C. MOORE BOARD OF DIRECTORS Company Also Announces Michael J. Joyce appointed Chairman of the Board BERLIN, NEW JERSEY, JUNE 12, 2006 - A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) announced today that Joseph F. Coradino has joined its Board of Directors effective June 12, 2006. Mr. Coradino's appointment increases the number of independent directors to seven of the nine members of the Board. Mr. Coradino is a member of the Board of Trustees and Office of the Chairman of Pennsylvania Real Estate Investment Trust (PREIT). Mr. Coradino has been with PREIT for 25 years and currently serves as President of PREIT Services and PREIT-Rubin, Inc., management affiliates of PREIT. In this capacity, Mr. Coradino directs the retail operations of PREIT. He provides leadership to more than 1,400 employees in 14 states who lease, manage, and market over 38 million square feet of enclosed regional malls, and power centers. He is responsible for executing PREIT's strategic mission of adding value to their shopping center portfolio through redevelopment, renovation and remerchandising. Richard J. Bauer, the outgoing Chairman of the Nominating and Governance Committee of A.C. Moore's Board of Directors, said, "It is with pleasure that we welcome Joe Coradino to the Board of Directors. His extensive experience and understanding of the real estate industry will be invaluable to the Company as it continues to grow." A.C. Moore also announced that Michael J. Joyce has been appointed non-executive Chairman of the Board of Directors. Mr. Joyce succeeds William Kaplan, who is retiring from his position as Chairman but will remain a member of A.C. Moore's Board and is the incoming Chairman of the Nominating and Corporate Governance Committee. "Mike Joyce has done a tremendous job during his service as a director of A.C. Moore," said Mr. Kaplan, a co-founder of the Company and Chairman of the Board since its inception in 1984. "His hard work and contribution to the Company, especially as Chair of the Board's Search Committee for the new Chief Executive Officer, Rick Lepley, have been an essential part of our overall growth. I have the utmost confidence in his leadership abilities and am enthusiastic about the Company's future under the direction of Rick Lepley and Mike Joyce." Mr. Joyce has been a director of the Company since June 2004. From 1975 through May 2004, Mr. Joyce was a partner in the public accounting firm of Deloitte and served as the New England Managing Partner from May 1995 until his retirement in May 2004. "I am pleased to take on the role of Chairman, and am honored that the Board has appointed me to this position to follow Bill Kaplan," said Mr. Joyce. "A.C. Moore has achieved great success during Bill's tenure as Chairman and I hope Rick Lepley and I can match his strategic vision and the leadership skills of Bill Kaplan and Jack Parker that have served the Company so well during this time. I look forward to Bill's continued advice and presence as a member of the Board." 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 113 stores in the Eastern United States. For more information about the Company, visit its 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 costs associated with a change in senior management, the impact of the adoption of FAS 123R, customer demand and trends in the arts and crafts industry, related inventory risks due to shifts in customer demand, the effect of economic conditions, the impact of adverse 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, supply constraints or difficulties, the effectiveness of advertising strategies, the impact of the threat of terrorist attacks and war, and other risks detailed in the Company's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----