-----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, UZUPNJbebIFmstlWeuvEV/bVOFKJYrjPA9noH3VqYA8bMDVT+UBlpAwDkmlRoZlv GP9mD3FoWVOdjbJHa+aAPA== 0001181431-09-044486.txt : 20090918 0001181431-09-044486.hdr.sgml : 20090918 20090918171131 ACCESSION NUMBER: 0001181431-09-044486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090916 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090918 DATE AS OF CHANGE: 20090918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARE ESCENTUALS INC CENTRAL INDEX KEY: 0001295557 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 201062857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33048 FILM NUMBER: 091077444 BUSINESS ADDRESS: STREET 1: 71 STEVENSON STREET STREET 2: 22ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-489-5000 MAIL ADDRESS: STREET 1: 71 STEVENSON STREET STREET 2: 22ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: STB BEAUTY INC DATE OF NAME CHANGE: 20040625 8-K 1 rrd253182.htm Prepared By R.R. Donnelley Financial -- Form 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):  09/16/2009
 
Bare Escentuals, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-33048
 
Delaware
  
20-1062857
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
71 Stevenson Street, 22nd Floor, San Francisco, CA 94105
(Address of principal executive offices, including zip code)
 
(415) 489-5000
(Registrant’s 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 filing is intended to simultaneously satisfy the filing obligation of the registrant 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 the 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))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On September 18, 2009, Bare Escentuals, Inc. (the "Company") announced that Michael R. Egeck was appointed to the board of directors of the Company on September 16, 2009. Mr. Egeck was appointed as a Class II director, with an initial term expiring at the 2011 annual meeting of stockholders. This appointment by the board of directors was based on the recommendation of its nominating and corporate governance committee. The board of directors increased the size of the board from nine to ten, and the board appointed Mr. Egeck to fill the vacancy created by the increase. Mr. Egeck has been determined by the board of directors to be independent within the meaning of the listing standards of The Nasdaq Stock Market for independent directors. It is anticipated that Mr. Egeck will be appointed to serve on the Company's Compensation Committee of our board.

As a director of the Company, Mr. Egeck is to receive the Company's standard compensation arrangements for those non-employee directors not affiliated with Berkshire Partners LLC. Under this arrangement, he will receive an annual $30,000 retainer for serving as a director. In addition, he will receive $2,500 for attendance at each regular board meeting, $1,000 for attendance at each other board meeting (including telephonic meetings) and $1,000 for attendance at each board committee meeting. He will also be reimbursed for all reasonable out-of-pocket expenses arising out of the performance of his duties as a director. Pursuant to the Company's equity incentive award program for non-employee directors, upon his appointment to the Board, the Company granted to Mr. Egeck an initial equity award of restricted stock units having an aggregate value of $250,000, based upon the fair market value of the Company's common stock on the date of grant, all of which would vest upon the three-year anniversary of the date of the grant, provided that Mr. Egeck continues to serve through such anniversary. In addition, during his service on the Company's board of directors, the Company will grant to Mr. Egeck an annual equity incentive award at the time of the Company's annual meeting of stockholders of either restricted stock, restricted stock units, or non-qualified stock options, at Mr. Egeck's option, having a value of $60,000 at the time of grant, which will vest on the one-year anniversary of the date of grant.

In connection with his appointment to the board, Mr. Egeck and the Company entered into the Company's standard form of indemnification agreement for directors, which generally would require the Company, among other things and with specified exceptions, to indemnify Mr. Egeck against certain liabilities and expenses that may arise in the event of certain proceedings involving him by reason of his service as a director and to advance certain expenses incurred by him in connection with such proceedings. The Company's standard form of indemnification agreement was filed with the Securities and Exchange Commission on June 30, 2006 as Exhibit 10.19 to the Company's regist ration statement on Form S-1.

Mr. Egeck is not related to any director or executive officer of the Company nor does he have relationships or transactions with the Company outside of his agreed-upon cash compensation and equity award.

The Company issued a press release on September 18, 2009 announcing Mr. Egeck's appointment to the board of directors, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.       Description

99.1                  Press Release dated September 18, 2009.
 

 

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.
 
 
Date: September 18, 2009
     
By:
 
/s/    Myles B. McCormick
               
Myles B. McCormick
               
Executive Vice President, Chief Financial Officer and Chief Operating Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release dated September 18, 2009
EX-99.1 2 rrd253182_29819.htm PRESS RELEASE DATED SEPTEMBER 18, 2009 DC7458.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

BARE ESCENTUALS, INC. NAMES NEW INDEPENDENT DIRECTOR TO BOARD

SAN FRANCISCO, CA (September 18, 2009) - Bare Escentuals, Inc. (Nasdaq: BARE) today announced that Michael R. Egeck has been appointed as an independent member of the company's Board of Directors, effective September 16, 2009.

Mr. Egeck spent over seven years at VF Corporation, a lifestyle apparel company. Most recently he served as president of VF Contemporary Brands, which included the 7 For All Mankind, Splendid, Ella Moss, Lucy Activewear, and John Varvatos brands. He was previously chief executive officer of 7 For All Mankind, LLC, prior to its sale to VF Corporation. Mr. Egeck’s prior roles at VF Corporation included president of VF Outdoor, Inc., which included The North Face, Reef, Vans, and Jansport brands. In these roles, he was responsible for the merchandising, marketing and financial performance of the businesses.

"Michael is another great addition to our Board,” said Leslie Blodgett, Chief Executive Officer. “His experience with developing and managing multiple retail brands will be an asset to our organization.”

Prior to joining VF Corporation, Mr. Egeck spent eight years at Columbia Sportswear as their general manager. He also served as a director of merchandising, design, and sales operations for Unionbay Sportswear for nine years. Mr. Egeck earned his B.A. and MBA degrees from the University of Washington, Seattle.

Following this appointment, the company's Board of Directors will consist of ten directors.

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the leading prestige cosmetic companies in the United States and an innovator in mineral-based cosmetics. We develop, market and sell branded cosmetics and skin care products primarily under our bareMinerals, RareMinerals, Buxom and md formulations brands worldwide.

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. These statements include, but are not limited to, statements regarding the contributions of our Board of Directors to our organization and the potential benefit of the new appointee to our Board and organization, new product offerings and customer-touch initiatives and our plans and objectives for future operations. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue" and similar expressions are also intended to identify forward-looking statements. These forward-looking statements are based upon our current understandings, estimates, and projections and should not be considered a guarantee of future performance. Our actual results and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of several factors. Factors that could affect future performance include, but are not limited to, changes in general economic or market conditions, including the adverse effects of a challenging and potentially worsening consumer and retail environment; 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; and other risk factors detailed in our most recently filed Annual Report on Form 10-K, and any subsequently filed Quarterly Reports on Form 10-Q, 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 revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Investor Contact:    Bare Escentuals, Inc. 
    Eric C. Wong, 415-489-5000 

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