0000950138-12-000263.txt : 20120514 0000950138-12-000263.hdr.sgml : 20120514 20120514171701 ACCESSION NUMBER: 0000950138-12-000263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20120514 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120514 DATE AS OF CHANGE: 20120514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKERS FOOTWEAR GROUP INC CENTRAL INDEX KEY: 0001171032 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 430577980 STATE OF INCORPORATION: MO FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50563 FILM NUMBER: 12839774 BUSINESS ADDRESS: STREET 1: 2815 SCOTT AVE CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3146210699 MAIL ADDRESS: STREET 1: 2815 SCOTT AVE CITY: ST LOUIS STATE: MO ZIP: 63103 8-K 1 bakers8k.htm bakers8k.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): May 14, 2012
Bakers Footwear Group, Inc.
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)


Missouri
---------------------------
(State or Other
Jurisdiction of
Incorporation)
000-50563
-------------------
(Commission
File Number)
43-0577980
---------------------------
(I.R.S. Employer
Identification Number)


2815 Scott Avenue
St. Louis, Missouri
----------------------------------------------------
(Address of Principal Executive Offices)
 
63103
------------------
(Zip Code)

Registrant’s telephone number, including area code:

(314) 621-0699
------------------------------------------
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 (see General Instruction A.2. below):

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.

(e) Compensation of Executive Officers

On May 14, 2012, the Company awarded restricted stock units to its directors and named executive officers pursuant to the Company’s 2012 Incentive Compensation Plan (the “Plan”). A summary of the award grants for the executive officers is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The Company’s form of RSU Award Agreement under the Plan is attached hereto as Exhibit 10.3 and is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of such exhibits contained herein is qualified in its entirety by the full text of such exhibits.

Also on May 14, 2012, the Company issued letters regarding cash bonus arrangements with its executive officers  (the “Bonus Letters”), which set forth the potential bonus levels for each officer for the fiscal months of February 2012 through January 2013 (the “Bonus Period”).  The Bonus Letters were approved by the Company’s Board of Directors on terms generally consistent with the Company’s Cash Bonus Plan.  The Bonus Letters outline each officer’s potential cash bonus based on pre-tax profit for the Company during the Bonus Period.

For any such bonus to be paid, pre-tax profit must be at least $1.  Maximum bonuses are payable if pre-tax profit is $4,000,000 or more.  The size of the potential bonuses depends on the level of pre-tax profit, and ranges between 35.00% and 99.17% of cumulative salary in the case of Mr. Edison, and between 35.00% and 75.00% of cumulative salary in the case of the other officers.  The maximum bonus that may be paid to each officer is set forth below.


Name of executive officer
Maximum bonus as % of cumulative salary
Peter A. Edison
 Chairman of the Board, Chief Executive Officer and President
99.17%
   
Stanley K. Tusman
  Executive Vice President and Chief Planning
   Officer
 
75.00%
   
Joseph R. VanderPluym
  Executive Vice President and Chief Operations
   Officer
 
75.00%
   
Mark D. Ianni
  Executive Vice President and Chief
   Merchandising Officer
 
75.00%
   
Charles R. Daniel, III
  Executive Vice President, Chief Financial Officer, Controller, Treasurer and Secretary
 
75.00%

 
The Bonus Letters also provide for an additional discretionary bonus equal to 12.5% of each officer’s cumulative salary payable if (i) the officer achieves certain qualitative and other criteria relating to that officer’s duties, as communicated separately to each officer, and (ii) the Company earns a pre-tax profit of at least $1.

The forms of the Bonus Letters are attached hereto as Exhibits 10.4 through 10.8 and are incorporated herein by reference.  The foregoing description of such exhibits contained herein is qualified in its entirety by the full text of such exhibits.
 
 
 
 
 
The information set forth above, including Exhibits 10.4 through 10.8, contains forward-looking statements (within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934). The Company has no duty to update such statements. Actual future events and circumstances could differ materially from those set forth in this Current Report, including Exhibits 10.4 through 10.8, due to various factors.

Factors that could cause these statements not to be satisfied include inability to satisfy listing requirements, material declines in sales trends and liquidity, material changes in capital market conditions or in the Company’s business, prospects, results of operations or financial condition and other risks and uncertainties, including those detailed in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including those discussed in “Risk Factors,” “Management’s Discussion and Analysis of Financial Position and Results of Operations” and in Note 2 to the Company’s financial statements, and in the Company’s other filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.  See Exhibit Index.

 
 
 

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.

 


 
BAKERS FOOTWEAR GROUP, INC.
   
   
   
 Date:  May 14, 2012  By:     /s/ Charles R. Daniel, III  
 
 
Charles R. Daniel, III
Executive Vice President,
Chief Financial Officer,
Controller, Treasurer and
Secretary


 
 
 

EXHIBIT INDEX
Exhibit No.
Description of Exhibit
   
10.1
Summary of May 14, 2012 Restricted Stock Unit Awards to Executive Officers.
   
10.2
Bakers Footwear Group, Inc. 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 20, 2012 (File No. 000-50563)).
   
10.3
Form of RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on April 20, 2012 (File No. 000-50563)).
   
10.4
Letter to Peter Edison outlining 2012 bonus levels.
   
10.5
Letter to Joe VanderPluym outlining 2012 bonus levels.
   
10.6
Letter to Mark Ianni outlining 2012 bonus levels.
   
10.7
Letter to Stan Tusman outlining 2012 bonus levels.
   
10.8
Letter to Charles R. Daniel, III outlining 2012 bonus levels.
   
10.9
Bakers Footwear Group, Inc. Cash Bonus Plan (incorporated by reference to Exhibit 10.2 of Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on January 8, 2004 (File No. 333-86332)).
 
 
 
 


 EX-10.1 2 exhibit10_1.htm exhibit10_1.htm

Exhibit 10.1

Summary of
May 14, 2012 Restricted Stock Unit Awards
To Executive Officers
of Bakers Footwear Group, Inc.

The following table sets forth for each of the Company’s executive officers the number of RSUs granted to each executive officer on May 14, 2012:

Name and Principal Position (1)
Shares of
Common Stock
Underlying Units(2)
Peter A. Edison
150,000
Chairman of the Board, Chief
Executive Officer and President
  
   
Mark D. Ianni
100,000
 Executive Vice President and Chief
 Merchandising Officer
  
   
Joseph R. VanderPluym
100,000
Executive Vice President and Chief
Operations Officer
  
   
Stanley K. Tusman
80,000
Executive Vice President and Chief
Planning Officer
  
   
Charles R. Daniel, III.
80,000
Executive Vice President, Chief
Financial Officer, Controller,
Treasurer and Secretary
  

(1)  Messrs. Edison, Ianni, VanderPluym and Tusman are each a party to a written employment agreement with the Company.  All of the executive officers may be a party to other compensation arrangements with the Company that have been filed as exhibits to the Company’s Annual Report on Form 10-K or in other filings with the Securities and Exchange Commission.  The Company’s executive officers are also eligible to participate in the Bakers Footwear Group, Inc. 2003 Stock Option Plan, as amended, and the Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan, receive matching employer contributions to the Company’s 401(k) plan, participate in other employee benefit plans and receive other forms of compensation.  The Company also pays premiums on a life insurance policy solely for the benefit of Mr. Tusman.

(2)  Each of the restricted stock units was issued pursuant to the Bakers Footwear Group, Inc. 2012 Incentive Compensation Plan with the following terms.  Each of the awards will vest and each of the executive officers will be entitled to receive a specified amount of the Company’s common stock after the executive officer (i) has been continuously employed by the Company for two years from the grant date and (ii) the conditions of at least the first of three vesting triggers is satisfied. Satisfaction of each vesting trigger is a condition to vesting of an additional 1/3 of the total amount of the award. The vesting triggers occur when the fair market value of the Company’s common stock reaches certain threshold closing amounts. Each of the awards expire on the fifth anniversary of the date of grant to the extent any vesting triggers have not been satisfied by that date.
 
 
 
 

 


 EX-10.4 3 exhibit10_4.htm exhibit10_4.htm

Exhibit 10.4

April 17, 2012

PeterEdison


Dear Peter:

The 2012 bonus plan reflects the goals for our company this coming year.  Your bonus is based on pre-tax profit for the company in 2012.

35.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$               1
42.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$1,000,000
57.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$2,000,000
85.83%
  of your cumulative salary if the company achieves a pre-tax profit of
$3,000,000
99.17%
  of your cumulative salary if the company achieves a pre-tax profit of
$4,000,000

In addition, you will earn 12.5% of your cumulative salary if, in the opinion of the Compensation Committee, you meet the goals outlined in the document provided to you separately and the company makes a pre-tax profit of at least $1.

I will send a quarterly update in conjunction with our earnings announcement to update you on the performance of the company versus the bonus plan.

The 2012 bonus period covers the fiscal months of February 2012 through January 2013.  You must be an active employee of Bakers Footwear Group at the time the bonus is paid to be eligible to receive your bonus.

Sincerely,




Timothy Finley
Chairman, Compensation Committee

ss

 
 

 


 EX-10.5 4 exhibit10_5.htm exhibit10_5.htm

Exhibit 10.5

April 17, 2012

JoeVanderPluym


Dear Joe:

The 2012 bonus plan reflects the goals for our company this coming year.  Your bonus is based on pre-tax profit for the company in 2012.

35.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$               1
42.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$1,000,000
50.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$2,000,000
62.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$3,000,000
75.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$4,000,000

In addition, you will earn 12.5% of your cumulative salary if, in the opinion of the Compensation Committee, you meet the goals outlined in the document provided to you separately and the company makes a pre-tax profit of at least $1.

I will send a quarterly update in conjunction with our earnings announcement to update you on the performance of the company versus the bonus plan.

The 2012 bonus period covers the fiscal months of February 2012 through January 2013.  You must be an active employee of Bakers Footwear Group at the time the bonus is paid to be eligible to receive your bonus.

Sincerely,




Peter Edison

ss

 
 

 


 EX-10.6 5 exhibit10_6.htm exhibit10_6.htm

Exhibit 10.6

April 17, 2012

MarkIanni


Dear Mark:

The 2012 bonus plan reflects the goals for our company this coming year.  Your bonus is based on pre-tax profit for the company in 2012.

35.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$               1
42.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$1,000,000
50.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$2,000,000
62.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$3,000,000
75.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$4,000,000

In addition, you will earn 12.5% of your cumulative salary if, in the opinion of the Compensation Committee, you meet the goals outlined in the document provided to you separately and the company makes a pre-tax profit of at least $1.

I will send a quarterly update in conjunction with our earnings announcement to update you on the performance of the company versus the bonus plan.

The 2012 bonus period covers the fiscal months of February 2012 through January 2013.  You must be an active employee of Bakers Footwear Group at the time the bonus is paid to be eligible to receive your bonus.

Sincerely,




Peter Edison
ss


 EX-10.7 6 exhibit10_7.htm exhibit10_7.htm

Exhibit 10.7

April 17, 2012

StanTusman


Dear Stan:

The 2012 bonus plan reflects the goals for our company this coming year.  Your bonus is based on pre-tax profit for the company in 2012.

35.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$               1
42.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$1,000,000
50.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$2,000,000
62.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$3,000,000
75.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$4,000,000

In addition, you will earn 12.5% of your cumulative salary if, in the opinion of the Compensation Committee, you meet the goals outlined in the document provided to you separately and the company makes a pre-tax profit of at least $1.

I will send a quarterly update in conjunction with our earnings announcement to update you on the performance of the company versus the bonus plan.

The 2012 bonus period covers the fiscal months of February 2012 through January 2013.  You must be an active employee of Bakers Footwear Group at the time the bonus is paid to be eligible to receive your bonus.

Sincerely,




Peter Edison
ss




 


 EX-10.8 7 exhibit10_8.htm exhibit10_8.htm


Exhibit 10.8

April 17, 2012

CharlieDaniel


Dear Charlie:

The 2012 bonus plan reflects the goals for our company this coming year.  Your bonus is based on pre-tax profit for the company in 2012.

35.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$               1
42.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$1,000,000
50.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$2,000,000
62.50%
  of your cumulative salary if the company achieves a pre-tax profit of
$3,000,000
75.00%
  of your cumulative salary if the company achieves a pre-tax profit of
$4,000,000

In addition, you will earn 12.5% of your cumulative salary if, in the opinion of the Compensation Committee, you meet the goals outlined in the document provided to you separately and the company makes a pre-tax profit of at least $1.

I will send a quarterly update in conjunction with our earnings announcement to update you on the performance of the company versus the bonus plan.

The 2012 bonus period covers the fiscal months of February 2012 through January 2013.  You must be an active employee of Bakers Footwear Group at the time the bonus is paid to be eligible to receive your bonus.

Sincerely,




Peter Edison
ss