8-K 1 v090004_8-k.htm
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): October 8, 2007


The Knot, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
0-28271
13-3895178
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

462 Broadway, 6th Floor, New York, New York
10013
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 219-8555

_____________________
(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.

As of October 8, 2007, The Knot, Inc. appointed Janet Scardino, 48, as President and Chief Marketing Officer.

Ms. Scardino joins from Reuters Group PLC, where she was Executive Vice President from March 2005 through August 2007. Ms. Scardino was Executive Vice President and Managing Director of the Media division of Reuters from January 2006 through August 2007 and she served as Executive Vice President and Global Head of Marketing of Reuters Media from March 2005 through January 2006. Between February 2003 and March 2005, Ms. Scardino was a digital media entrepreneur. From March 2001 to February 2003, Ms. Scardino was Senior Vice President, International Marketing for the America Online division of AOL Time Warner Inc. Between 1998 and 2001, Ms. Scardino was Managing Director for the Disney Channel Italy, a wholly owned subsidiary of The Walt Disney Company. Prior to that, Ms. Scardino served in various positions for MTV Networks from 1987 to 1997, most recently as Vice President, International Marketing for MTV: Music Television.

There is no arrangement or understanding between Ms. Scardino and other persons pursuant to which Ms. Scardino was selected as an officer. There have been no past or proposed transactions in which The Knot was or is to be a participant and in which Ms. Scardino had or will have a direct or indirect material interest.

The Knot entered into a letter agreement with Ms. Scardino confirming the terms of her employment, which are briefly described below. The description of the letter agreement below is qualified in its entirety by reference to the full text of the letter agreement, a copy of which is filed with this report as Exhibit 10.1, and is incorporated by reference into this report.

Ms. Scardino will receive an annual salary of $300,000. She will be eligible to earn an annual cash incentive bonus with respect to 2008 and future years, expressed as a percentage of base salary. The target and maximum bonus opportunities will be set by the Compensation Committee of the Board of Directors, and the amount of the actual bonus will be determined according to her achievement of certain performance criteria established by the Compensation Committee. For the year ending December 31, 2007, she will be guaranteed to receive a bonus of no less than $25,000.

Ms. Scardino received a restricted stock grant of 50,000 shares upon her appointment, which will vest over a four-year term, with the first 25% of the grant vesting on the first anniversary of the grant, and the balance of the grant vesting in equal monthly installments thereafter. In addition, if The Knot is acquired by merger, asset sale or sale of more than 50% of its voting securities by the stockholders, in addition to those shares of restricted stock that previously vested before such change in control in accordance with the regular vesting schedule, an amount of shares of restricted stock will vest upon such event equal to the greater of (1) the shares of restricted stock that would otherwise have vested during the one year period following the change in control, and (2) 50% of the shares of restricted stock that are not vested on the date of the change in control.


If Ms. Scardino’s employment is involuntarily terminated without cause by The Knot or a successor entity, or if she resigns for good reason (as “cause” and “good reason” are defined in the letter agreement), she will receive a lump-sum payment equal to her annualized base salary, at her rate of pay in effect immediately prior to such termination or resignation, and for 12 months after such termination or resignation receive all benefits (other than vesting of any equity award) that were associated with her employment immediately prior to such termination or resignation (to the extent and at such levels that these benefits remain available to employees of The Knot generally during such 12-month period).

In addition, The Knot entered into an indemnification agreement with Ms. Scardino in the form entered into with the Company’s other directors and executive officers. The indemnification agreement contains provisions that require The Knot, among other things, to indemnify Ms. Scardino against certain liabilities (other than liabilities arising from intentional or knowing and culpable violations of law) that may arise by reason of her status or service as an executive officers or other entities to which she provides service at The Knot’s request and to advance expenses she may incur as a result of any proceeding against her as to which she could be indemnified.

On October 9, 2007, The Knot issued a press release announcing the appointment of Ms. Scardino. A copy of The Knot’s press release is filed with this report as Exhibit 99.1, and is incorporated by reference into this report.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this report:

 
10.1
Letter Agreement between The Knot, Inc. and Janet Scardino.
 
99.1
Press Release dated October 9, 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.

 
THE KNOT, INC.
(Registrant)

Date: October 11, 2007
By:
/s/ RICHARD E. SZEFC 
   

Richard E. Szefc
   
Chief Financial Officer, Treasurer and Secretary

 

EXHIBIT INDEX
 
10.1
Letter Agreement between The Knot, Inc. and Janet Scardino.
 
99.1
Press Release dated October 9, 2007.