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 17, 2007

Bare Escentuals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33048	20-1062857
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
71 Stevenson Street, 22nd Floor, San Francisco, CA		94105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:(415) 489-5000

N/A

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 October 17, 2007, Bare Escentuals, Inc. (the “Company”) announced that James Taschetta has been appointed to the newly created position of Chief Marketing Officer. Reporting directly to Chief Executive Officer Leslie Blodgett, Mr. Taschetta is responsible for all of the Company’s marketing and product development initiatives.

The terms of the Company’s offer letter, as amended, with Mr. Taschetta provide for an annual base salary of $325,000. Mr. Taschetta is also eligible to participate in the Company’s annual bonus plan with an annual bonus target equal to 60% of his base salary. Mr. Taschetta received options to purchase 35,000 shares of the Company's common stock, which options will vest in equal annual installments over four years. Mr. Taschetta will also receive one year of base salary severance pay should the Company terminate his employment for any reason other than cause as that term is defined in his offer letter, as amended.

Complete copies of the Employment Offer Letter and the Amendment to the Employment Offer Letter to James Taschetta are filed herewith as Exhibit 99.2 and Exhibit 99.3 and both are incorporated herein by reference. The foregoing description of the terms of the Employment Offer Letter, as amended, is qualified in its entirety by reference to such exhibits. On October 17, 2007, the Company issued a press release announcing these matters, which press release is filed herewith as Exhibit 99.1.

The Company also announced that, in an effort to provide enhanced focus around the Company’s growth opportunities, Diane Miles, as President of Wholesale/International, will oversee all of the Company’s bricks-and-mortar wholesale relationships including Sephora, Ulta, department stores, and spas, as well as Bare Escentuals’ international business.  The Company is actively searching for a President of Retail who will oversee all aspects of Bare Escentuals’ company-owned boutiques.  Each position reports directly to Leslie Blodgett, Chief Executive Officer.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 17, 2007.
99.2	Employment Offer Letter to James Taschetta dated August 23, 2007.
99.3	Amendment to Employment Offer Letter to James Taschetta dated August 28, 2007.

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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.

BARE ESCENTUALS, INC.
By:	/s/ Myles B. McCormick
Name:	Myles B. McCormick
Title:	Executive Vice President, Chief
	Financial Officer, Chief Operating
	Officer

Date: October 17, 2007

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EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. APPOINTS JIM TASCHETTA AS CHIEF MARKETING OFFICER

SAN FRANCISCO, CA (October 17, 2007) — Bare Escentuals, Inc. (Nasdaq: BARE) today announced that Jim Taschetta has been appointed to the newly created position of Chief Marketing Officer. Reporting directly to Chief Executive Officer Leslie Blodgett, Mr. Taschetta is responsible for all of the Company’s marketing and product development initiatives.

“Strengthening our strategic marketing efforts is critical to our continued success,” said Leslie Blodgett, Chief Executive Officer. “Jim has a proven track record in developing some of the world’s most widely recognized brands. His impressive global-branding insights and expertise will serve us well as we work to enhance the awareness and understanding of the Bare Escentuals brand worldwide. We are delighted to welcome Jim to our team.”

A 20 year marketing veteran, Mr. Taschetta has held positions at Visa USA, Inc., Yodlee, The Coca-Cola Company and The Procter & Gamble Company. Most recently, he was Senior Vice President of Marketing Strategy and Planning at Visa USA, Inc. with responsibility for the creation and management of marketing plans for all Visa USA products and services, key segments and key merchants. As Senior Vice President of Brand Management, he led the repositioning of the top-ranked Visa brand. Previously, Mr. Taschetta spent 10 years in Brand Management at The Procter & Gamble Company, including seven years working overseas where he managed the hair ca re and bar soap categories for Argentina and Uruguay.

Mr. Taschetta received Bachelor of Science and Master of Science degrees in Electrical Engineering from Cornell University and a Master’s degree in Business Administration from Cornell University.

In addition, in an effort to provide enhanced focus around the Company’s growth opportunities, Diane Miles as President of Wholesale/International will oversee all of the Company’s bricks-and-mortar wholesale relationships including Sephora, Ulta, department stores, and spas as well as Bare Escentuals’ international business. The Company is actively searching for a President of Retail who will oversee all aspects of Bare Escentuals’ company-owned boutiques. Each position reports directly to Leslie Blodgett, Chief Executive Officer.

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the fastest growing prestige cosmetic companies in the United States and a leader in mineral-based cosmetics. The Company utilizes a distinctive marketing strategy and multi-channel distribution model to develop, market and sell cosmetics, skin care, and body care products under its bareMinerals,  RareMinerals and namesake Bare Escentuals brands, and professional skin care products under its md formulations brand through infomercials, home shopping television, specialty beauty retailers, company-owned boutiques, spas and salons, and online shopping. (BARE-F)

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives and future operations and estimates of our financial results and capital expenditures for future periods. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Factors that could affect future performance include, but are not limited to our dependence on sales of our mineral-based foundation; our dependence on significant customers with whom we do not have long-term purchase commitments; the highly competitive nature of the beauty industry, and the adverse consequences if we are unable to compete effectively; the possibility that we might not manage our growth effectively or sustain our growth or profitability; the possibility that we might not be able to retain key executives and other personnel and recruit additional executives and personnel; the possibility that we might not be able to open and operate new boutiques successfully; our dependence on our suppliers to produce and deliver our products in a timely and cost-effective manner; the possibility that our media spending might not result in increased net sales or generate the levels of product and brand name awareness we desire; the possibility that we may be unable to repay or refinance our indebtedness, which was $300.0 million as of July 1, 2007; changes in general economic or market conditions; and other risk factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2006 as well as our Quarterly Report on Form 10-Q for the quarter ended July 1, 2007, which are available at the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Investor Contact:	Andrew Greenebaum / Christine Lumpkins
	ICR, Inc.
	agreenebaum@icrinc.com ; clumpkins@icrinc.com
	(310) 954-1100

###

EX-99.2

Exhibit 99.2

August 23, 2007

Jim Taschetta

2517 Poppy Drive

Burlingame, CA 94010

Dear Jim,

On behalf of Bare Escentuals, I am pleased to confirm our offer of full-time employment to you as our Chief Marketing Officer reporting directly to me. This letter will highlight the financial aspects and terms of this assignment. Our offer is contingent upon satisfactory completion of background screening and receipt of satisfactory references.

SALARY

•Your annualized salary is $325,000.00 and will be compensated at the rate of $12,500 on a bi-weekly basis.

BONUS

•You will participate in our bonus plan with an annual target bonus of 60% of your base salary ($195,000.00) the actual bonus payment will be based upon Company performance and your individual performance and accomplishments.

•Bonuses are paid once a year (after the close of the fiscal year). Specific objectives to obtain this bonus will be developed with you after your start date. You will be eligible to receive a pro-rated bonus based on the time you are actively employed during the calendar year.  Eligibility is also dependent on active employment at the time of payout.

STOCK OPTIONS

•Once you commence employment with Bare Escentuals, you will receive 35,000 employee stock options, at the fair market value at the time of approval, vesting of over 4 years.

BENEFITS

•Bare Escentuals offers comprehensive medical, dental and vision coverage. The majority of the cost of this coverage for employees is borne by the Company. Coverage begins on the first day of the month following your date of employment.

•We also provide Company paid basic life insurance of one times your base salary, and short and long term disability insurance. In addition, we offer Voluntary Supplemental Life/AD &D Insurance and a Deferred Compensation Plan. Please refer to the benefits summary on our website.

•You will receive 20 days of Paid Time Off (PTO) and 9 days of paid sick leave each year. PTO days may be used for vacation, personal time, or time off to care for family.

•Parking is also available to in our building. Upon acceptance of our offer, please let us know if you would like to take advantage of this benefit so we can make the necessary arrangements with the garage.

EMPLOYMENT AT WILL: Your employment with Bare Escentuals is “at will,” which means that either you or Bare Escentuals has the right to terminate this employment arrangement at any time, with or without notice, and with or without cause. This policy of “at will” employment is the sole and entire agreement between you and Bare Escentuals as to the duration of employment and the circumstance under which employment may be terminated.

CONDITIONS OF EMPLOYMENT:  As part of the Company’s employment offer process, a completed employment application and background check is required for all new employees.

Federal Immigration laws require that we verify the right of all new employees to work in the U.S. Therefore, we ask that you bring documents to verify your eligibility to work in the United States on your start date (these documents are typically a passport, or your right to work document/birth certificate along with a picture id (such as a drivers license). If you will not be able to provide documents by your start date, please contact me prior to your scheduled start date.

EMPLOYMENT TERMS AND CONDITIONS: With the exception of employment at will, terms and conditions of employment with the Company may be modified at the sole discretion of the Company with or without cause or notice at any time. No implied contract concerning any employment-related decision or term or condition of employment can be established by any other statement, conduct, policy or practice. Examples of the types of terms and conditions of employment that are within the sole discretion of the Company include, but are not limited to, the following: promotions; demotions; compensation; benefits; work assignments; job duties and responsibilities; work hours and schedules; or any other terms and conditions as determined by the Company.

ACKNOWLEDGMENT:  This offer of employment will expire seven days from the date of this letter, although additional time for consideration of the offer can be made available if you find it necessary.

If you wish to accept the offer, please sign in the place provided below and return it to me within seven days. Two (2) copies of this document are provided; please return one executed copy to me and retain the second copy for your personal records.

Jim, we make this offer of employment with great enthusiasm and with the firm belief that this will be a mutually beneficial relationship. We greatly look forward to having you join our Company and become a member of our team. Should you have any questions about starting with the Company, please do not hesitate to contact me.

Very truly yours,

/s/ Leslie A. Blodgett

Leslie A. Blodgett

Chief Executive Officer

Bare Escentuals

71 Stevenson Street, 22nd Floor

San Francisco, CA 94105

ACKNOWLEDGMENT:  I accept the terms and conditions of employment as outlined above:

/s/ Jim Taschetta		Date:	9/10/2007
Jim Taschetta
Start Date	10/17/2007

EX-99.3

Exhibit 99.3

Jim Taschetta
2517 Poppy Drive
Burlingame, CA 94010	August 28, 2007

Dear Jim,

This serves as an amendment to our original offer of employment date August 23, 2007. Per our conversation today, the following is also a part of our offer:

You will receive one year of base salary severance pay should Bare Escentuals end your employment for any reason other than “cause”. The term “cause” shall mean that the Board of Directors of the Company has determined, in its reasonable judgment that any one or more of the following has occurred:

the employee shall have been convicted of, or shall have pleaded guilty or nolo contendere to, a felony;

the employee shall have breached any non-competition agreement between the employee and the Company or its Affiliates; or

employee shall have openly disregarded his or her responsibilities   to the Company and/or its Affiliates and shall have refused to devote substantial time and energy to the business and affairs of the Company and/or its Affiliates (other than due to Disability or temporary disability which, in the reasonable judgment of the Board of Directors, causes the employee to be incapable of devoting such time and energy) within 30 days after written notification by the Board of Directors that, in their good faith judgment, the employee has consistently failed to do so.

If you wish to accept this amended offer, please sign in the place provided below and return with the original offer. Two copies are provided; please return one executed copy to me and retain the second copy for your personal records.

Warm regards,

/s/ Debbie Fletcher

Debbie Fletcher

Vice President Human Resources

cc: Leslie A. Blodgett
ACKNOWLEDGEMENT: I agree to the amendment outlined above.
/s/ Jim Taschetta		Date:	9/10/2007
Jim Taschetta
Start Date	10/17/2007