-----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, K0rd17sv/WU0naxp75hRW3wiVZ7IklWj31Ph8wJOIu6aAFF/xA/DJBqpBAAyAwpX dG6B7+3DY7iLwkmpABhJ6g== 0001224120-06-000004.txt : 20060425 0001224120-06-000004.hdr.sgml : 20060425 20060412061627 ACCESSION NUMBER: 0001224120-06-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060407 FILED AS OF DATE: 20060411 DATE AS OF CHANGE: 20060425 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MASSEY MICHAEL J CENTRAL INDEX KEY: 0001224120 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 06754734 BUSINESS ADDRESS: BUSINESS PHONE: 7852952087 MAIL ADDRESS: STREET 1: 3231 SE SIXTH AVENUE CITY: TOPEKA STATE: KS ZIP: 66607 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-04-07 0001060232 PAYLESS SHOESOURCE INC /DE/ PSS 0001224120 MASSEY MICHAEL J 3231 S.E. SIXTH AVENUE TOPEKA KS 66607 0 1 0 0 Senior Vice President Common Stock 2006-04-07 4 A 0 3300 0 A 11299 D Common Stock 4522 I 401 (k) Plan Employee Stock Option 22.48 2006-04-07 4 A 0 10000 0 A 2013-05-31 Common Stock 10000 10000 D Stock Appreciation Right 22.48 2007-04-07 4 A 0 13000 0 A 2013-05-31 Common Stock 13000 13000 D Employee Stock Option 22.48 2006-04-07 4 A 0 5600 0 A 2013-05-31 Common Stock 5600 5600 D Includes approximately 775 shares held under the Payless ShoeSource, Inc. Stock Purchase Plan. The reporting person holds approximately 4,522 shares indirectly under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's accounts varies from statement to statement. Grant of an option to buy 10,000 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest and will vest on May 31, 2009. The stock appreciation right granted under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period on May 31st of each year following the date of the grant. The stock appreciation right is required to be settled in stock. Grant of an option to buy 5,600 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period on May 31st of each year following the date of the grant. Harold J. Herman, II, attorney-in-fact 2006-04-11 EX-24 2 masseypoa.htm

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints Robert J. Carroll and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, 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 and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its bein
g in effect until such person actually receives such written revocation.

Dated this 21st day of May, 2003.

/s/ Michael J. Massey

State of Kansas)

) ss.

County of Topeka)

On this 21st day of May, 2003, before me appeared Michael J. Massey, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and date first above written.

(SEAL)

/s/Deborah A. Ortega

Notary Public

My term expires: 12/2/04

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