-----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, ONv5UdvKv72w906iLOA/8q1jTrEiFtjbH5RK5UZjzct3ToOmZwjMDKUkalgZ2cVF HHcaORoVwuZrAGcFahlUrg== 0001311835-10-000008.txt : 20100421 0001311835-10-000008.hdr.sgml : 20100421 20100421160322 ACCESSION NUMBER: 0001311835-10-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100419 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100421 DATE AS OF CHANGE: 20100421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ACHIEVEMENT CORP CENTRAL INDEX KEY: 0001168468 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 314126506 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-84294 FILM NUMBER: 10761837 BUSINESS ADDRESS: STREET 1: 7211 CIRCLES S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 BUSINESS PHONE: 512-440-0571 MAIL ADDRESS: STREET 1: 7211 CIRCLES S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAC Group Holding Corp. CENTRAL INDEX KEY: 0001311835 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 201854833 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-121479 FILM NUMBER: 10761836 BUSINESS ADDRESS: STREET 1: C/O AMERICAN ACHIEVEMENT CORPORATION STREET 2: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 BUSINESS PHONE: (512) 444-0571 MAIL ADDRESS: STREET 1: C/O AMERICAN ACHIEVEMENT CORPORATION STREET 2: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 8-K 1 form8k_042110.htm FORM 8-K OFFICER APPOINTMENT form8k_042110.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): April 19, 2010


  AAC Group Holding Corp.
  American Achievement Corporation
  (Exact name of registrants as specified in their charters)
 

     
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
  
Identification No.)
Delaware
333-121479
20-1854833
Delaware
333-84294
13-4126506

 
 

  7211 Circle S Road
  Austin, Texas 78745
  (Address of Principal Executive Offices, Zip Code)

  Registrants’ telephone number, including area code (512) 444-0571



 
 

 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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 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))
 

 

 
 
 

 
TABLE OF CONTENTS
 

 
 
Item 1.01
Entry into a Material Definitive Agreement

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 
Item 7.01
Regulation FD Disclosure

 
Item 9.01
Financial Statements and Exhibits

SIGNATURES

 
 
 

Item 1.01   Entry into a Material Definitive Agreement

                      The information set forth in Item 5.02 of this Current Report is incorporated herein by reference.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 19, 2010, American Achievement Corporation (the "Company") announced that Alyce Alston was appointed President and Chief Executive Officer of each of the registrants and that Donald J. Percenti will be transitioning to the role of Chairman of American Achievement Corporation and will remain an executive officer of the Company.

Ms. Alston, age 45, served as President of Emerging Businesses at Reader’s Digest Association, Inc. since 2009 and President of Home and Garden and Health and Wellness from 2007 to 2009.  Prior to that, she was Chief Executive Officer of De Beers Diamond Jewelers United States, Inc. since 2005.  Ms. Alston also held senior publishing positions at various publications at Condé Nast, News Corporation and Hearst Corporation, including Launch Publisher of O, The Oprah Magazine.  Ms. Alston holds a B.A. from Southern Methodist University and an M.B.A. from Pepperdine University.

In connection with her appointment as President and Chief Executive Officer, the Company entered into an agreement with Ms. Alston with respect to the material terms of her employment.  Pursuant to this agreement, Ms. Alston will serve as the President and Chief Executive Officer of the Company.  Ms. Alston’s compensation will include a base salary of $500,000 per year, a one-time signing bonus plus the right to receive an annual bonus targeted at 100% of her base salary (subject to certain minimum amounts for 2010 and 2011 set forth in the agreement).  Ms. Alston will also be entitled to participate in the Company's cash incentive plan and will receive relocation benefits, which include moving and temporary living expenses.  The term of Ms. Alston’s agreement is 3 years, absent some earlier termination in accordance with its terms.  Upon certain termination events, Ms. Alston will be entitled to receive her base salary for the greater of 18 months or the remainder of her term, benefits continuation for 18 months and a pro-rated bonus amount for the year in which termination occurs.  The foregoing description of the new employment terms with Ms. Alston does not purport to be a complete statement of the parties’ rights and obligations thereunder or a complete explanation, and accordingly, is qualified in its entirety by reference to the actual agreement.

In connection with the aforementioned transition, the Company entered into a new employment agreement with Mr. Percenti, which replaced any prior employment agreement that had previously been executed.  Pursuant to this new agreement, Mr. Percenti will serve as Chairman of the Company and will remain an executive officer of the Company.  Mr. Percenti's compensation will include a base salary of $424,360 per year.  Mr. Percenti's existing units in the Company's cash incentive plan will remain outstanding, with a revised vesting schedule applicable to any unvested units that is set forth in the agreement.  The term of Mr. Percenti's agreement is 3 years, absent some earlier termination in accordance with its terms.  Upon certain termination events, Mr. Percenti is entitled to salary continuation for a period equal to the greater of 18 months or the balance of 3 years from the date of the agreement.  The foregoing description of the new employment agreement with Mr. Percenti does not purport to be a complete statement of the parties’ rights and obligations thereunder or a complete explanation, and accordingly, is qualified in its entirety by reference to the actual agreement.

Item 7.01   Regulation FD Disclosure

The information set forth in Item 5.02 of this Current Report is incorporated herein by reference.  The registrants issued a press release regarding the foregoing on April 19, 2010. A copy of that press release is filed as Exhibit 99.1 to this Current Report.

Item 9.01   Financial Statements and Exhibits
 
 
99.1
Press Release, dated April 19, 2010

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  AAC Group Holding Corp.
American Achievement Corporation
  
       
Date: April 21, 2010
By:
/s/ KRIS G. RADHAKRISHNAN  
    Kris G. Radhakrishnan  
    Chief Financial Officer   
       

 

 
 EX-99.1 2 exhibit_99-1.htm PRESS RELEASE exhibit_99-1.htm
EXHIBIT 99.1

AMERICAN ACHIEVEMENT CORPORATION NAMES ALYCE ALSTON PRESIDENT AND CEO

Experienced Brand Builder and Product Innovator to Lead Austin-based American Achievement Corporation to Next Phase of Growth and Development
______________________________________________________________________________

AUSTIN, TX – April 19, 2010 – American Achievement Corporation (“AAC”), a leading manufacturer, publisher, and supplier of products and services that recognize and inspire personal achievement and celebrate special moments in life, today announced that Alyce Alston has been named President and Chief Executive Officer.

Ms. Alston has unparalleled experience as an outstanding brand builder, product innovator and dynamic marketing executive.  Throughout her nearly 25-year career, she has led a number of prominent brands across a variety of industries, including O, The Oprah Magazine, De Beers Diamond Jewelers and Reader’s Digest Association.  A change-leader with tremendous strategic vision, Ms. Alston has a track record of successfully launching and developing businesses, and driving both top and bottom-line growth through innovation, product development and the identification of new revenue streams.  Her experience has included jewelry, global magazines and book publishing, tours and catalog businesses, educational print and digital products, as well as music and media – and she has sales expertise in multiple distribution channels including e-commerce and viral marketing, direct mail, telemarketing, retail and internal and independent sales forces.

 “Bringing such a high-caliber and coveted executive as Alyce to AAC to complement an already strong and capable team is a true milestone for the company,” said Gregg Smart, Managing Director of Fenway Partners, the majority owner of AAC.  “AAC has continuously produced strong results and is well positioned to further strengthen its performance.  With Alyce’s unique perspective and deep experience successfully managing high-profile brands and creating innovative digital strategies, we are confident that she will lead AAC and its exceptional in-house talent to achieve continued growth in profitable new directions.  Fenway is committed to helping AAC build upon its strong foundation and fulfill its enormous potential.  Bringing Alyce on board is a very important step of this transformative process as we look to elevate AAC to the next level.”

Ms. Alston commented, “I feel privileged to be joining American Achievement, a company that is capable of significantly raising the industry bar for customer service, quality and product development in a competitive and rapidly evolving marketplace.  This is such an exciting time in AAC’s growth and development.  By implementing strategies that focus on innovation, fresh marketing ideas, and the integration of digital tools and techniques into traditional products and services, I am confident AAC will have a significant market impact in the years ahead.”

 
 
 
Don Percenti, who previously served as the President and CEO of AAC, will continue to serve on the Company’s Board and will become Chairman of AAC, reporting to Ms. Alston and focusing his expertise and attention on sales and partnerships.  Mr. Percenti said, “I am pleased to welcome Alyce to American Achievement.  She is an experienced leader with a track record of successfully infusing new business models into traditional businesses, making her ideally suited to lead AAC during the next phase of its continued growth.”

About Alyce Alston
Alyce Alston joins AAC from Reader’s Digest Association, Inc., where she most recently served as President of Emerging Businesses, responsible for developing and launching new business ventures across the company while revitalizing traditional products through the introduction of digital content and multimedia.  She previously served as President of Home and Garden and Health and Wellness at Reader’s Digest, where she oversaw the operations of 13 brands across diverse businesses that sold its products to multiple generations of consumers.  Prior to joining Reader’s Digest, Ms. Alston served as Chief Executive Officer of De Beers Diamond Jewelers United States, Inc. and also held senior publishing positions at various publications at Condé Nast, News Corporation and Hearst Corporation, including Launch Publisher of O, The Oprah Magazine, the biggest magazine launch in publishing history.  She holds a B.A. from Southern Methodist University and an M.B.A. from Pepperdine University.

About American Achievement
American Achievement Corporation (AAC) is a provider of products that forever mark the special moments of people’s lives. As the parent company of brands such as ArtCarved®, Balfour®, Keepsake®, and Taylor Publishing®, AAC’s legacy is based upon the delivery of exceptional, innovative products, including class rings, yearbooks, graduation products, championship and military products, and affinity jewelry through in-school and retail distribution. For more information, visit www.AmericanAchievementCorp.com.

About Fenway Partners
Fenway Partners is a middle market private equity firm based in New York with approximately $1.6 billion under management. Fenway invests in profitable businesses with significant upside potential. Fenway companies typically have leading franchises and operate in two core industry segments, branded consumer products and transportation/logistics. With significant knowledge and success investing in these industries, Fenway has built a strong reputation for its hands on approach to supporting portfolio companies. Fenway’s current portfolio includes: 1-800-CONTACTS (the leading direct-to-consumer distributor of contact lenses); American Achievement Corporation; Coach America (largest operator of motorcoach buses); Easton Bell Sports (performance sporting goods); Fastfrate (Canadian-based logistics services); Panther Expedited Services (expedited ground and air solutions); Preferred Freezer (operator of frozen public warehouses); Refrigerated Holdings (temperature-controlled warehouse services); and RoadLink (intermodal logistics). For further information about Fenway Partners, please visit www.fenwaypartners.com.

Media Contacts:
Brooke Gordon/Jonathan Doorley
Sard Verbinnen & Co
(212) 687-8080
jdoorley@sardverb.com
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