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.