-----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, HzEO7qUoNorvoq4MYOChGmZkRxWFbD75tA+a4K6XaVbaqTOhF2HDjOcA17fvzDqk FG7WgULL9sY9ntEQAVzU9g== 0001104659-08-066256.txt : 20081028 0001104659-08-066256.hdr.sgml : 20081028 20081028160613 ACCESSION NUMBER: 0001104659-08-066256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081022 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: 20081028 DATE AS OF CHANGE: 20081028 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: 081144896 MAIL ADDRESS: STREET 1: 10421 PACIFIC CENTER COURT STREET 2: STE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a08-26947_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): October 22, 2008

 

FAVRILLE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

DELAWARE

 

000-51134

 

33-0892797

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
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 October 22, 2008, our Board of Directors approved a third extension of the Retention Plan (“Plan”) originally dated June 26, 2008 and extended on September 26, 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 December 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 October 23, 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 28, 2008

 

Tamara A. Seymour

 

 

Chief Financial Officer

 

3



 

Index to Exhibits

 

10.1

Letter Agreement between the Registrant and Tamara A. Seymour dated October 23, 2008. (1)

 


 

(1)

Indicates management contract or compensatory plan.

 

4


EX-10.1 2 a08-26947_1ex10d1.htm EX-10.1

Exhibit 10.1

 

October 23, 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 executing the proposed merger of 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 December 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 December 1, 2008. (An extension from November 1, 2008, per the previous letter agreement dated September 26, 2008). The bonus will be paid to you on the Company’s standard payroll dates, beginning June 30, 2008. 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 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:

October 24, 2008

Tamara A. Seymour

 

 

 


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