8-K 1 r8k02272006.txt CURRENT REPORT ON FORM 8-K, DATED FEBRUARY 27, 2006 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): February 27, 2006 (February 21, 2006) 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)) TABLE OF CONTENTS Item 1.01. Entry into a Material Definitive Agreement Item 9.01. Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX EX 10.1. Thomas Nelson, Inc. Discretionary Bonus Plan Item 1.01. Entry into a Material Definitive Agreement. Discretionary Bonus Plan ------------------------ On February 21, 2006, the Compensation Committee of the Board of Directors of Thomas Nelson, Inc. (the "Compensation Committee") approved a Discretionary Bonus Plan (the "Plan") as an employee incentive and retention program to help retain the services of employees critical to the Company's success. The Compensation Committee will administer the Plan. Under the Plan, the Compensation Committee has approved an aggregate of $494,000 in cash bonus payments to the following three management employees: Bonus Payment Date ----------------------- Total Bonus Employee 4/01/2006 4/01/2007 Payments ------------------------------------------------------------------ Mark Schoenwald $ 95,000 $ 95,000 $190,000 Tami Heim 114,000 114,000 228,000 Jerry Park 38,000 38,000 76,000 ------------------------------------------------------------------ Totals $247,000 $247,000 $494,000
Fifty percent of the bonus awards to each individual is to be paid on April 1, 2006, with the remainder of such awards to be paid on April 1, 2007, subject to the recipient's continued employment with the Company on a full-time basis through the date of payment. The discretionary bonuses may be paid in addition to any other compensation awards approved by the Compensation Committee, including cash incentives paid to the Company's Named Executive Officers pursuant to the Company's annual cash incentive program. The Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 10.1 Thomas Nelson, Inc. Discretionary Bonus Plan 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: February 27, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Thomas Nelson, Inc. Discretionary Bonus Plan