-----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, T2dv0I9G5WTGhiXX0iWZuBnuUbuTeNnfaN1zWv6EfEV+mrMP32phI/lGFMLfrtNq ONKPkustdjRk+r2AZSRUrQ== 0001104659-07-088228.txt : 20071211 0001104659-07-088228.hdr.sgml : 20071211 20071211160509 ACCESSION NUMBER: 0001104659-07-088228 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070823 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: 20071211 DATE AS OF CHANGE: 20071211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARMER BROTHERS CO CENTRAL INDEX KEY: 0000034563 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 950725980 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01375 FILM NUMBER: 071299175 BUSINESS ADDRESS: STREET 1: 20333 S NORMANDIE AVE CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107875200 MAIL ADDRESS: STREET 1: 20333 SOUTH NORMANDIE AVENUE CITY: TORRANCE STATE: CA ZIP: 90502 8-K/A 1 a07-31121_18ka.htm 8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 

CURRENT REPORT

 


 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 23, 2007

 

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-1375

 

95-0725980

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

20333 South Normandie Avenue, Torrance, California

 

90502

(Address of Principal Executive Offices)

 

(Zip Code)

 

(310) 787-5200

(Registrant’s telephone number, including area code)

 

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))

 

 

 

 



EXPLANATORY NOTE

 

                Farmer Bros. Co., a Delaware corporation (the “Company”), is filing this Current Report on Form 8-K/A to amend Item 5.02 initially filed with the Securities and Exchange Commission on a Current Report on Form 8-K on August 29, 2007 (the “Form 8-K”).

 

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

 

(c)           Appointment of New Chief Executive Officer

 

                In connection with the promotion of Roger M. Laverty III to Chief Executive Officer of the Company, the Company and Mr. Laverty entered into Amendment No. 1 to Employment Agreement (“Amendment No. 1”) effective at the commencement of the Company’s 2007 Annual Meeting of Stockholders held on December 6, 2007.  A copy of Amendment No. 1 is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

10.1

 

Amendment No. 1 to Employment Agreement between Farmer Bros. Co. and Roger M. Laverty III

 

 

 

2



 

SIGNATURE

 

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.

 

Dated:  December 10, 2007

 

 

FARMER BROS. CO.

 

 

 

 

 

 

By:

/S/ JOHN E. SIMMONS

 

 

 

Name: John E. Simmons

 

 

 

Title: Treasurer, Chief Financial Officer

 

 

 

 

3



EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Amendment No. 1 to Employment Agreement between Farmer Bros. Co. and Roger M. Laverty III

 

 

 

 

 

 

4


EX-10.1 2 a07-31121_1ex10d1.htm EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

to

EMPLOYMENT AGREEMENT

(Farmer Bros. Co. / Laverty)

 

 

                The Employment Agreement (“Agreement”) dated June 2, 2006 between FARMER BROS. CO. (“Company”), and  ROGER M. LAVERTY III (“Laverty”) is amended as set forth below, effective at the commencement of the Company’s 2007 Annual Meeting of Stockholders:

 

                1.             Section 3 is amended to read it its entirety as follows:

 

“3.           Duties:  Commencing at the start of the Company’s 2007 Annual Meeting of Stockholders, Laverty shall serve as President and Chief Executive Officer of the Company, reporting to the Board of Directors (“Board”) and, subject to the oversight and control of the Board, shall have the powers, general duties and responsibilities typically vested in a chief executive officer, including without limitation the lead responsibility for the development and implementation of the Company’s strategic plans, and, unless delegated by the Board to another executive officer, primary responsibility for the development and implementation of operating plans and day-to-day overall management of the Company’s business.  In addition to his general duties and responsibilities, Laverty shall also perform such other duties as are directed by the Board and are consistent with his position.  Laverty shall devote to the Company’s business substantially all of his working time.  The foregoing notwithstanding, Laverty may continue to serve as a director of First Coastal Bank or its successor so long as such service does not, in the reasonable judgment of the Board, adversely affect the Company.  Service as a director or equivalent of other for-profit organizations shall require approval of the Board.”

 

                2.             The second sentence of Section 3 is amended to read:

 

“The Target Award shall be such amount as the Compensation Committee shall determine.”

 

                3.             The second sentence of Section 5 is amended to read:

 

“For the avoidance of doubt, Laverty’s benefit package includes use of a Company car or an equivalent car allowance and twenty-five (25) days paid vacation days per year on the conditions set forth in the Company’s vacation policy.”

 

 

1



                4.             In all other respects, the June 2, 2006 Employment Agreement is ratified and approved.

 

 

 

 

 

 

 

 

Dated: December 5, 2007

 

 

 

FARMER BROS. CO.

 

 

 

 

 

 

 

 

 

 

 

 

 

by:

/s/ Guenter W. Berger

 

 

 

 

 

 

Guenter W. Berger

 

 

 

 

 

 

Chairman and CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: December 5, 2007

 

 

 

 

/s/ Roger M. Laverty III

 

 

 

 

 

 

Roger M. Laverty III

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2


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