-----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, LsxmmGIs8caiXjcgmL8TcNNpLcm7/t0TdCHrV3+/JaOE9CLMw2+oX3u0O46fPH0g Bay82UmJQG/qMSzq3lcBVg== 0001104659-08-061617.txt : 20081002 0001104659-08-061617.hdr.sgml : 20081002 20081002122737 ACCESSION NUMBER: 0001104659-08-061617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080926 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081002 DATE AS OF CHANGE: 20081002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAVRILLE INC CENTRAL INDEX KEY: 0001285701 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330892797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51134 FILM NUMBER: 081102171 MAIL ADDRESS: STREET 1: 10421 PACIFIC CENTER COURT STREET 2: STE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a08-24782_18k.htm 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): September 26, 2008

 

FAVRILLE, INC.

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE

 

000-51134

 

33-0892797

(State or Other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

 

 

 

 

4401 EASTGATE MALL

 

 

SAN DIEGO, CALIFORNIA

 

92121

(Address of Principal Executive Offices)

 

(Zip Code)

 

(858) 729-4441

(Registrants telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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 CRF 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 September 26, 2008, our Board of Directors approved a second extension of the Retention Plan (“Plan”) originally dated June 26, 2008 and extended on September 7, 2008 for Tamara A. Seymour, our Chief Financial Officer, which is designed to provide Ms. Seymour an incentive to contribute towards conserving and maximizing the value of our assets. Under the extension of the Plan, Ms. Seymour is entitled to receive the enhancement to her base salary approved in the initial Plan through November 1, 2008, at which time the Plan may be reassessed. The description of the extension of the Plan is qualified in its entirety by the terms of the letter agreement describing such extension which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)          Exhibits.

 

10.1                           Letter Agreement between the Registrant and Tamara A. Seymour dated September 26, 2008. (1)

 


(1)                                Indicates management contract or compensatory plan.

 

2



 

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.

 

 

FAVRILLE, INC.

 

 

 

By:

 /s/ Tamara A. Seymour

Date: October 2, 2008

 

Tamara A. Seymour

 

 

Chief Financial Officer

 

3



 

Index to Exhibits

 

10.1                           Letter Agreement between the Registrant and Tamara A. Seymour dated September 26, 2008. (1)

 


(1)                                  Indicates management contract or compensatory plan.

 

4


EX-10.1 2 a08-24782_1ex10d1.htm EX-10.1

Exhibit 10.1

 

September 26, 2008

 

CONFIDENTIAL

 

Dear Tamara:

 

Favrille, Inc. (the “Company”) values the contributions that you have made to date, and we feel that you are a vital part of the team charged with exploring and/or executing strategic alternatives for the Company.

 

The Company wishes to continue to retain your services and to incentivize you to continue as an employee for as long as the Company currently anticipates that it will need your services.  We recognize that such continued service is likely to result in you delaying and/or foregoing other employment opportunities.  Accordingly, if you remain employed with the Company through November 1, 2008, the Company will pay you a retention bonus in the form of an enhancement of your base salary by fifty percent (50%) from June 7, 2008 through November 1, 2008. (An extension from October 1, 2008, per the previous letter agreement dated September 7, 2008)  The bonus will be advanced to you on the Company’s standard payroll dates, beginning June 30, 2008.  In the event that you voluntarily leave the employment of the Company prior to November 1, 2008, the bonus amounts previously advanced to you, since October 1, 2008, will be deducted from your final paycheck (provided that the amount so deducted shall not cause your wage for the pay period in question to be reduced below the minimum wage required by law), and by your signature below you expressly authorize the Company to make such a deduction from your final pay.  In the event that the Company elects to terminate your employment (other than for misconduct) prior to November 1, 2008 you will receive the full retention bonus, calculated through November 1, 2008, in your final pay.  This retention bonus is in addition to any other form or amount of compensation that you are eligible to receive pursuant to any other arrangement with the Company.

 

This payment will be contingent upon the following:

 

·                  Continued employment with the Company through November 1, 2008; and

·                  That you have not received any type of disciplinary action or warning or committed any act of misconduct in connection with your employment.

 

This agreement does not change the nature of your employment or alter the other terms of your employment agreement with the Company as set forth in the Employment Agreement dated January 6, 2005, between you and the Company.  You will continue to be bound by the Company’s policies.  This agreement constitutes the full and complete expression of our arrangement with respect to the bonus described herein and supersedes any prior oral commitments or representations.  This agreement cannot be modified except by a written instrument approved and signed by both you and the Company’s Chief Executive Officer.

 

Sincerely,

 

/s/ John P. Longenecker

 

 

John P. Longenecker, Ph.D.

President and Chief Executive Officer

 

 

Accepted:

 

/s/ Tamara A. Seymour

 

Date:

10-1-2008

Tamara Seymour

 

 

 


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