-----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, HFjFYlmVA8AeBCVQogRij2kVcjVMZkPkxgH/yjFQAMKMA9kqcHGPr1XpnrMd0Dut T08dgXhVj+Q6y4H9wTbU1Q== 0000950137-05-006904.txt : 20050531 0000950137-05-006904.hdr.sgml : 20050530 20050531151955 ACCESSION NUMBER: 0000950137-05-006904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 05867106 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 8-K 1 c95701e8vk.txt FORM 8-K 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 May 26, 2005 Date of Report (Date of earliest event reported) PAYLESS SHOESOURCE, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-14770 43-1813160 (Commission File Number) (IRS Employer Identification No.) 3231 Southeast Sixth Avenue Topeka, Kansas 66607-2207 (Address of Principal Executive Office) (Zip Code) (785) 233-5171 (Registrant's Telephone Number, Including Area Code) 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 14a12 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 1.01 Entry into a Material Definitive Agreement In connection with the CEO succession plan that Payless ShoeSource, Inc. (the "Company") announced on May 26, 2005, the Company entered into a letter agreement with its Chief Executive Officer, Steven J. Douglass (the "Separation Letter"), confirming certain matters with respect to Mr. Douglass's separation from the Company when his successor commences employment (the "Separation Date"). Until the Separation Date, Mr. Douglass will remain in his position as CEO and will retain the position, authority, duties, and responsibilities outlined in his Employment Agreement, dated October 1, 2003 (the "Employment Agreement"). Upon his separation on the Separation Date, Mr. Douglass will be considered to have terminated his employment for "Good Reason" under his Employment Agreement and the Company will honor all of its obligations under the Employment Agreement. The Separation Letter also serves as Mr. Douglass' notice of resignation upon his separation from all director, officer and employee positions that he holds with the Company, its subsidiaries and its affiliates. The foregoing description is qualified in its entirety by reference to the Separation Letter, a copy of which is filed as exhibit 10.1 hereto and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 10.1 Letter Agreement between Payless ShoeSource, Inc. and Steven J. Douglass dated May 26, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. PAYLESS SHOESOURCE, INC. Date: May 31, 2005 By: /s/ Ullrich E. Porzig ------------------------------- Ullrich E. Porzig Senior Vice President Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 10.1 Letter Agreement between Payless ShoeSource, Inc. and Steven J. Douglass dated May 26, 2005. EX-10.1 2 c95701exv10w1.txt LETTER AGREEMENT Exhibit 10.1 PERSONAL AND CONFIDENTIAL PAYLESS SHOESOURCE, INC. 3231 EAST 6TH AVENUE P.O. BOX 1189 TOPEKA, KANSAS 66601-1189 (785) 233-5171 EXECUTIVE OFFICES Jay A. Lentz, PhD. Senior Vice President Human Resources May 26, 2005 Steven J. Douglass 3231 SE Sixth Avenue Topeka, Kansas 66607 Dear Steven: In connection with the CEO succession plan, you and Payless ShoeSource, Inc. (the "Company") mutually agree that the last day of your employment will be the day immediately preceding the date on which your successor commences employment with the Company (your "Separation Date"). The Company expects that the new CEO will commence employment on or before August 1, 2005. For the avoidance of doubt, until your Separation Date you will continue to have the position, authority, duties and responsibilities contemplated by Paragraph 1 of your Employment Agreement dated October 1, 2003 (your "Employment Agreement"). Upon your separation on the Separation Date, the Company agrees that you will be treated for all purposes as having your employment terminated during the Contract Term by you for Good Reason and the Company will honor all of its obligations under your Employment Agreement. Unless the Company waives this requirement, your separation from the Company will constitute your resignation from (1) any director, officer or employee position you then have with the Company, its subsidiaries and its affiliates and (2) all fiduciary positions (including as trustee) you hold with respect to any pension plans or trusts established by the Company, its subsidiaries and its affiliates. The Company and you agree that this letter will serve as your written notice of resignation in this circumstance. Very truly yours, /s/ Jay Lentz Accepted and agreed to as of the 26th day of May, 2005: /s/ Steven J. Douglass - ----------------------------------------- Steven J. Douglass -----END PRIVACY-ENHANCED MESSAGE-----