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): June 21, 2019

CSS Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-2661	13-1920657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 Plymouth Road, Suite 300, Plymouth Meeting, PA	19462
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 729-3959

Not Applicable

(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:
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	CSS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2019, Keith W. Pfeil, our Executive Vice President – Finance and Chief Financial Officer, and who serves as our principal financial officer and principal accounting officer, announced his resignation effective August 2, 2019.

Item 7.01 Regulation FD Disclosure.

On June 27, 2019, we issued a press release regarding the matter described in Item 5.02 hereof. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.

The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by us pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release of CSS Industries, Inc. dated June 27, 2019.

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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.

		CSS Industries, Inc.
		(Registrant)
Date:	June 27, 2019	By:	/s/ William G. Kiesling
			William G. Kiesling
			Senior Vice President – Legal and Licensing and General Counsel

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE June 27, 2019 CHRISTOPHER J. MUNYAN – PRESIDENT AND CHIEF EXECUTIVE OFFICER 610-729-3740 Chris.munyan@cssindustries.com

CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER

PLYMOUTH MEETING, PA, June 27, 2019 – CSS Industries, Inc. (NYSE:CSS) announced today the resignation of Keith W. Pfeil as the Company’s Chief Financial Officer, effective August 2, 2019. Mr. Pfeil is leaving the Company to become the chief financial officer for a larger, publicly traded company in the medical device industry. The Company is conducting a search for a new Chief Financial Officer.

“We thank Keith for his accomplishments as our CFO, and we wish him well in his future endeavors,” commented Christopher J. Munyan, CSS’ President and Chief Executive Officer. “While we are saddened to announce Keith’s departure, we recognize the opportunity available to Keith with his new position. Keith will be actively working with us to assist with transition-related matters until his departure on August 2, 2019. If we have not identified a replacement Chief Financial Officer by the time Keith departs, Keith’s senior management team will report to me on an interim basis until a replacement is appointed.”

“I’m appreciative and grateful for the many opportunities I have had to grow and develop since joining CSS in 2003,” said Mr. Pfeil. “My decision to leave CSS was difficult, but I feel that my new opportunity will allow me to further grow and develop professionally, and is the right decision at this time for me and for my family. With the plans put in place by CSS during my tenure as its CFO, I remain optimistic about CSS’ future, and wish the organization continued success.”

About CSS Industries, Inc.

CSS is a creative consumer products company, focused on the craft, gift and seasonal categories.  For these design-driven categories, we engage in the creative development, manufacture, procurement, distribution and sale of our products with an omni-channel approach focused primarily on mass market retailers.  Our core products within the craft category include sewing patterns, ribbons, trims, buttons, and kids crafts. For the gift category, our core products are designed to celebrate certain life events or special occasions, with a focus on packaging items, such as ribbons, bows, bags and wrap, as well as stationery, baby gift items, and party and entertaining products.  For the seasonal category, we focus on holiday gift packaging items, including ribbons, bows, bags, tags and gift card holders, in addition to specific holiday-themed decorations and activities, including Easter egg dyes and Valentine’s Day classroom exchange cards.  In keeping with our corporate mission, all of our products are designed to help make life memorable.

CSS Industries, Inc. | 450 Plymouth Road, Suite 300 | Plymouth Meeting, PA 19462