-----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, FVc7cy7j0WFIAjNdItFDUkOVPocn1vnXPzuvHE1UHcFZKcjz3Ka1J9rQM3QMW0zL tOmNsuIQGtRSUx8OHJneWA== 0001299933-06-007462.txt : 20061115 0001299933-06-007462.hdr.sgml : 20061115 20061115152210 ACCESSION NUMBER: 0001299933-06-007462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061114 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOVER SADDLERY INC CENTRAL INDEX KEY: 0001071625 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51624 FILM NUMBER: 061219730 BUSINESS ADDRESS: STREET 1: 525 GREAT ROAD CITY: LITTLETON STATE: MA ZIP: 01460 BUSINESS PHONE: 978-952-8062 MAIL ADDRESS: STREET 1: 525 GREAT ROAD STREET 2: P.O.BOX 1100 CITY: LITTLETON STATE: MA ZIP: 01460 8-K 1 htm_16400.htm LIVE FILING Dover Saddlery, Inc. (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):   November 14, 2006

Dover Saddlery, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-51624 04-3438294
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
525 Great Road, P.O. Box 1100, Littleton, Massachusetts   01460
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   978-952-8062

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:

[  ]  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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2006, the independent Directors of the registrant's Board of Directors elected John W. Mitchell as a Class II Director of the registrant, effective immediately, to fill the vacancy on the Board created as a result of an increase in the size of the Board from six to seven directors. The Directors had previously determined that Mr. Mitchell has no material relationship with the registrant and is independent within the meaning of the rules and regulations of the Securities and Exchange Commission and NASDAQ. In accordance with the By-Laws of the registrant, Mr. Mitchell's term as a Class II Director will expire at the 2007 annual meeting of shareholders.

There is no arrangement or understanding between Mr. Mitchell and any other persons pursuant to which Mr. Mitchell was selected as a director. Mr. Mitchell has been appointed to the Board's Compensation Committee and Nominating and Corporate Governance Committee. There are no current or proposed transactions between the Company and Mr . Mitchell or his immediate family members requiring disclosure under Item 404(a) of Regulations S-K promulgated by the Securities and Exchange Commission. Following Mr. Mitchell's election, he will participate in the registrant's non-employee Director compensation arrangements, in amounts and otherwise as generally described under the heading "Director Compensation" in the proxy statement for the registrant’s 2006 annual meeting of stockholders and is incorporated herein by reference.

As the result of Mr. Mitchells' election to the registrant's Board of Directors, a majority of the registrant's Directors are independent within the meaning of the rules and regulations of the Securities and Exchange Commission and NASDAQ.

Also on November 14, 2006, the registrant's Board announced that, to assure the independence of the Board's principal committees, it had accepted the resignation of Mr. Stephen Day from the Compensation Commitee and Nominating and Corporate Governance Committee. Mr. D ay is the registrant's President and Chief Executive Officer, and continues as the Board Chairman. Mr. Day's resignations from these Board Committees were not occasioned by any disagreement with the registrant or other Directors.

As the result of these Committee actions, the registrant's three principal Board Committees (Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee) are now comprised solely of Directors who are independent within the meaning of the rules and regulations of the Securities and Exchange Commission and NASDAQ.

A copy of the press release announcing Mr. Mitchell's election to the Board is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.





Item 8.01 Other Events.

Change in Board Size

In connection with Mr. Mitchell's election and in accordance with the registrant's By-Laws, the Board voted to increase its size from six to seven members, effective November 14, 2006.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 November 15, 2006 Press Release





The information and exhibits submitted in this Report are and shall be deemed to furnished to the Securities and Exchange Commission, and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The press release attached as Exhbit 99.1 to this Report includes "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation statements made about the registrant’s business outlook for fiscal 2006. Although the registrant believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to have been correct. Actual results could differ materially based upon a number of factors including those identified in the press release.


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.

         
    Dover Saddlery, Inc.
          
November 15, 2006   By:   /s/ Michael W. Bruns
       
        Name: Michael W. Bruns
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  November 15, 2006 Press Release
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Janet Nittmann

jnittmann@doversaddlery.com

Tel 978-952-8062 x218

For Immediate Release

Dover Saddlery Appoints John W. Mitchell as New Director to Board

LITTLETON, MA – November 15 , 2006 – Dover Saddlery, Inc. (NASDAQ: DOVR), the largest direct marketer of equestrian products in the United States, announced today John W. Mitchell has been elected to the Company’s Board of Directors, effective November 14, 2006. Mr. Mitchell’s term as a Class II Director continues until Dover Saddlery’s 2007 annual meeting of stockholders.

Mr. Mitchell, 57, currently serves as Vice President and General Counsel of Aavid Thermal Products, Inc. (Aavid), a leading thermal engineering company headquartered in Concord, New Hampshire. For the past 11 years, Mr. Mitchell has co-led the corporate development function at Aavid and a group of public and private Aavid affiliates, with a particular focus in corporate governance, corporate finance, investor relations, mergers and acquisitions, commercial, compliance and legal. Previously, Mr. Mitchell practiced business law as a senior partner with Sulloway & Hollis, of Concord, New Hampshire.

“We are pleased to announce John Mitchell’s election to the Board,” commented Steve Day, Board Chairman and Dover’s President and Chief Executive Officer. “It is a pleasure to welcome a high caliber board member such as John Mitchell. He is a very talented and accomplished executive with extensive public company governance experience. I join everyone at Dover Saddlery in looking forward to his future contributions to the company.”

Mr. Mitchell has been appointed to serve as an independent director on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

About Dover Saddlery, Inc.

Dover Saddlery, Inc. (NASDAQ: DOVR) is the largest direct marketer of equestrian products in the United States. Founded in 1975 in Wellesley, Massachusetts, by United States Equestrian team members, Dover Saddlery has grown to become The Source® for equestrian products. Dover offers a broad and distinctive selection of competitively priced, brand-name products for horse and rider through catalogs, the Internet and company-owned retail stores. Dover Saddlery, Inc. serves the English rider and through Smith Brothers, the Western rider. The Source®, Dover Saddlery® and Smith Brothers® are registered marks of Dover Saddlery.

For more information, please call 1-978-952-8062 or visit www.DoverSaddlery.com .

Notice Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release regarding the company’s strategies, plans, objectives, expectations, and future operating results are forward-looking statements. Although Dover believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve significant risks and uncertainties, including those discussed in this release and others that can be found in “ Item 1A Risk Factors ” of Dover Saddlery’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and more recent quarterly reports on Form 10Q on file with the Securities and Exchange Commission.

Dover Saddlery is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. No forward- looking statement can be guaranteed and actual results may differ materially from those Dover Saddlery projects.

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