0001193125-12-241668.txt : 20120521 0001193125-12-241668.hdr.sgml : 20120521 20120521154600 ACCESSION NUMBER: 0001193125-12-241668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120515 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120521 DATE AS OF CHANGE: 20120521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSS INDUSTRIES INC CENTRAL INDEX KEY: 0000020629 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 131920657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02661 FILM NUMBER: 12858767 BUSINESS ADDRESS: STREET 1: 1845 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155699900 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 8-K 1 d356777d8k.htm FORM 8-K 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): May 15, 2012

 

 

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 Employee

Identification No.)

 

1845 Walnut Street, Philadelphia, PA   19103
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 569-9900

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:

 

¨ 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 May 15, 2012, the Human Resources Committee of our Board of Directors approved cash payouts to our named executive officers under our Management Incentive Program for our fiscal year ended March 31, 2012 as follows: Mr. Munyan – $318,703; Mr. Paccapaniccia – $152,556; Mr. Kiesling – $148,990; and Ms. Gilner – $52,000. Additionally, the Human Resources Committee on the same date approved an amendment to the Company’s Severance Pay Plan for Senior Management (the “Plan”). The amendment changes the Plan’s definition of Senior Management Employee to include certain additional positions. The foregoing description of such amendment is qualified in its entirety by the provisions of such amendment, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1    Amendment 2012-1 to the CSS Industries, Inc. Severance Pay Plan for Senior Management.

 

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.

 

CSS Industries, Inc.
(Registrant)
By:  

/s/ William G. Kiesling

 

William G. Kiesling

Vice President – Legal and Human Resources and General Counsel

Date: May 21, 2012

 

3

EXHIBIT INDEX

 

Exhibit

   

Description

10.1    Amendment 2012-1 to the CSS Industries, Inc. Severance Pay Plan for Senior Management.

 

4

EX-10.1 2 d356777dex101.htm AMENDMENT 2012-1 TO THE CSS INDUSTRIES, INC Amendment 2012-1 to the CSS Industries, Inc

Exhibit 10.1

Amendment 2012-1

to the CSS Industries, Inc. Severance Pay Plan

for Senior Management

WHEREAS, CSS Industries, Inc. (the “Company” or “CSS”) maintains the CSS Industries, Inc. Severance Pay Plan for Senior Management (the “Plan”) for the benefit of certain of its executives, as specified in the Plan;

WHEREAS, the Plan was amended and restated for and on behalf of the Company on December 29, 2008 by the Human Resources Committee of the Board of Directors of the Company (the “Committee”);

WHEREAS, the Committee has authority to cause the Plan to be amended from time to time; and

WHEREAS, the Committee has determined to amend the Plan to revise the definition of “Senior Management Employee” under the Plan;

NOW, THEREFORE, in accordance with the foregoing, effective as of May 15, 2012, the Plan is hereby amended as follows:

 

  1. The definition of “Senior Management Employee” set forth in the “Definitions” section of the Plan is hereby amended to read in its entirety as follows:

Senior Management Employee: For purposes of this Plan, (A) any employee of CSS who either (i) has the officer title of Chairman, President, Vice President, Treasurer or Secretary with such entity, or (ii) serves as the Managing Director of CSS Pacific Rim Limited; and (B) any employee of Berwick Offray LLC, C.R. Gibson, LLC or Paper Magic Group, Inc. who either (i) has the officer title of President or Executive Vice President of such entity or (ii) has the officer title of Vice President with such entity and directly reports to a President or an Executive Vice President (but excludes any such individual who directly reports to a President or an Executive Vice President on an interim basis as a result of a vacancy in an officer level position reporting directly to such President or Executive Vice President).

 

  2. In all respects not amended, the Plan is hereby ratified and confirmed.

IN WITNESS WHEREOF, to record the adoption of this Amendment 2012-1 to the Plan, the Committee has caused the execution of this instrument on this 15th day of May 2012.

 

CSS INDUSTRIES, INC.
By:  

/s/ William G. Kiesling

  William G. Kiesling
  Vice President – Legal and Human Resources and General Counsel