-----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, L+hSQUVGRxhKF/Q3Z4dYIKSH/xXE+gVu5/An6SW3vM257V7W9FXwYd0bWw3D3FJZ f1LXWJ66N+6SeuZloK0+fw== 0000071023-05-000020.txt : 20050819 0000071023-05-000020.hdr.sgml : 20050819 20050819162200 ACCESSION NUMBER: 0000071023-05-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS NELSON INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13788 FILM NUMBER: 051038863 BUSINESS ADDRESS: STREET 1: 501 NELSON PLACE CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: NELSON THOMAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 8-K 1 r8k08182005.txt CURRENT REPORT ON FORM 8-K, DATED 8/19/05 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): August 19, 2005 (August 18, 2005) Thomas Nelson, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Tennessee 1-13788 62-0679364 - ------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 501 Nelson Place Nashville, Tennessee 37214-1000 - ------------------------------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed, since last report) Registrant's telephone number, including area code: 615/889-9000 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): [ ] 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 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 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 Principal Officers; Election of Directors; Appointment of Principal Officers. At the Annual Meeting of Shareholders on August 18, 2005, the Board of Directors of Thomas Nelson, Inc. (the "Company") announced the appointment of Michael S. Hyatt as Chief Executive Officer of the Company, effective immediately. Mr. Hyatt, 50, was serving as the Chief Operating Officer of the Company prior to his appointment under the terms of an existing employment agreement. A copy of the press release is furnished herewith as Exhibit 99.1. Also, at the Annual Meeting of Shareholders, the shareholders re-elected two members of the Board of Directors, Mr. Brownlee O. Currey, Jr. and Mr. W. Lipscomb Davis, Jr. A copy of the press release is furnished herewith as Exhibit 99.2. Item 7.01. Regulation FD Disclosure On August 18, 2005, Thomas Nelson, Inc. issued a press release announcing that its Board of Directors had declared a dividend. A copy of the press release is furnished herewith as Exhibit 99.2. Item 9.01. Financial Statements and Exhibits. (c) Exhibits: The following exhibit is furnished with this Current Report on Form 8-K: Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Press release, dated August 18, 2005, announcing the appointment of Michael S. Hyatt as Chief Executive Officer to Thomas Nelson, Inc. by the Company's Board of Directors. 99.2 Press release, dated August 18, 2005, announcing that Thomas Nelson, Inc.'s shareholders had re-elected two members of the Board and the Board of Directors had declared a dividend. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this current report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 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. THOMAS NELSON, INC. By: /s/ Joe L. Powers ----------------------------- Name: Joe L. Powers Title: Executive Vice President, Secretary and Chief Financial Officer Date: August 19, 2005 EXHIBIT INDEX Exhibit Numbers - ------- 99.1 Press release, dated August 18, 2005, announcing the appointment of Michael S. Hyatt as Chief Executive Officer to Thomas Nelson, Inc. by the Company's Board of Directors. 99.2 Press release, dated August 18, 2005, announcing that Thomas Nelson, Inc.'s shareholders had re-elected two members of the Board and that the Board of Directors had declared a dividend. EX-99.1 3 x991081820058k.txt EXHIBIT 99.1 TO FORM 8-K, DATED 8/19/05 EXHIBIT 99.1 Date: August 18, 2005 Contact: Joe L. Powers, Executive Vice President P.O. Box 141000 Nashville, TN 37214-1000 Phone: (615) 902-1300 Fax: (615) 883-6353 Website: www.thomasnelson.com THOMAS NELSON ANNOUNCES APPOINTMENT OF MICHAEL S. HYATT AS CHIEF EXECUTIVE OFFICER; SAM MOORE TO CONTINUE AS BOARD CHAIRMAN NASHVILLE, TN, August 18, 2005. Thomas Nelson, Inc.'s (NYSE: TNM) Board of Directors announced today that Michael S. Hyatt has been appointed Chief Executive Officer, succeeding to that post from Sam Moore, who has agreed to remain as Chairman of the Board. Sam Moore commented: "This change is part of the management succession process designed to ensure that our Company will continue to grow well into the future. Mike Hyatt has served ably as President and Chief Operating Officer for the past 18 months, demonstrating a deep understanding of the publishing and operational sides of our business, as well as an inspiring talent for leadership." Hyatt responded, "We are thrilled that Sam Moore has agreed to serve in a capacity that will allow the Company to continue to benefit from the depth of his wisdom and breadth of his experience. He is a true pioneer in the field of Bible and inspirational publishing. The Company's unquestioned success and leadership position is a clear reflection of Sam Moore's vision and leadership. Under his stewardship, Thomas Nelson has grown to become the largest Christian publisher in the world. Our greatest challenge going forward will be to build upon that legacy while remaining true to Sam's vision." "I am grateful and humbled that our Board has selected me to lead this next phase of our Company's growth," Hyatt continued. "And I am pleased that we will continue to benefit from Sam's wisdom and counsel." Commenting on the management changes announced today, Sam Moore stated: "Over the past four-plus decades, the Company has grown from what, basically, was a way for me to support myself in college into the leading presence in the expanding industry of Christian and inspirational products for all audiences. I wholeheartedly agree with our Board that Mike is the person to lead us into the twenty-first century." "I intend to remain involved in the Company's business, devoting particular attention to deepening the relationships we have with the leading creators of Christian and inspirational works, and offering my full support to Mike's efforts as he executes our growth strategy." Thomas Nelson, Inc. is a leading publisher and distributor of products emphasizing Christian, inspirational and family value themes and believes it is the largest publisher of Bibles and inspirational products. For more information, visit our website www.thomasnelson.com. Thomas Nelson's stock is listed on the New York Stock Exchange (TNM-NYSE). This news release includes certain forward-looking statements (all statements other than those made solely with respect to historical fact) and the actual results may differ materially from those contained in the forward-looking statements due to known and unknown risks and uncertainties. Any one or more of several risks and uncertainties could account for differences between the forward-looking statements that are made here and the actual results, including with respect to our sales, profits, liquidity and capital position. These factors include, but are not limited to: softness in the general retail environment or in the markets for our products; the timing and acceptance of products being introduced to the market; the level of product returns experienced; the level of margins achievable in the marketplace; the collectibility of accounts receivable; the recoupment of royalty advances; the effects of acquisitions or dispositions; the financial condition of our customers and suppliers; the realization of inventory values at carrying amounts; our access to capital; the outcome of any Internal Revenue Service audits; and the realization of income tax and intangible assets. These conditions cannot be predicted reliably, and the Company may adjust its strategy in light of changed conditions or new information. Thomas Nelson disclaims any obligation to update forward-looking statements. ### EX-99.2 4 x992081820058k.txt EXHIBIT 99.2 TO FORM 8-K, DATED 8/19/05 EXHIBIT 99.2 Date: August 18, 2005 Contact: Joe L. Powers, Executive Vice President P.O. Box 141000 Nashville, TN 37214-1000 Phone: (615) 902-1300 Fax: (615) 883-6353 Website: www.thomasnelson.com THOMAS NELSON ANNOUNCES RE-ELECTION OF DIRECTORS AND CASH DIVIDEND NASHVILLE, TN, August 18, 2005. At the Annual Shareholders' Meeting today, Sam Moore, Chairman of the Board of Directors of Thomas Nelson, Inc. (NYSE: TNM), announced that, in an earlier meeting, the Company's Board of Directors declared a quarterly cash dividend of $0.05 (five cents) per share for Common and Class B shares outstanding. The dividend is payable October 21, 2005 to shareholders of record at the close of business on October 7, 2005. This represents an indicated annual cash dividend of $0.20 (twenty cents) per share. In other matters to come before the shareholders, the Company announced that the shareholders re-elected two members of the Board of Directors. Re-elected to serve additional three-year terms on the Board were Brownlee O. Currey, Jr. and W. Lipscomb Davis, Jr. This news release includes certain forward-looking statements (all statements other than those made solely with respect to historical fact) and the actual results may differ materially from those contained in the forward-looking statements due to known and unknown risks and uncertainties. Any one or more of several risks and uncertainties could account for differences between the forward-looking statements that are made here and the actual results, including with respect to our sales, profits, liquidity and capital position. These factors include, but are not limited to: softness in the general retail environment or in the markets for our products; the timing and acceptance of products being introduced to the market; the level of product returns experienced; the level of margins achievable in the marketplace; the collectibility of accounts receivable; the recoupment of royalty advances; the effects of acquisitions or dispositions; the financial condition of our customers and suppliers; the realization of inventory values at carrying amounts; our access to capital; the outcome of any Internal Revenue Service audits; and the realization of income tax and intangible assets. These conditions cannot be predicted reliably, and the Company may adjust its strategy in light of changed conditions or new information. Thomas Nelson disclaims any obligation to update forward-looking statements. Thomas Nelson, Inc. is a leading publisher and distributor of products emphasizing Christian, inspirational and family value themes and believes it is the largest publisher of Bibles and inspirational products. For more information, visit our website www.thomasnelson.com. Thomas Nelson's Common stock and Class B Common stock are listed on the New York Stock Exchange (TNM-NYSE). ### -----END PRIVACY-ENHANCED MESSAGE-----