-----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, VSWoz2+xx6mK/4R/rwRG8J+/yXhz3mAdW1koqUiU5sOGexxJY6wqWs91Jo2vVSa+ AzILegquGv/FrNFqhW/A8w== 0000950123-06-004222.txt : 20060404 0000950123-06-004222.hdr.sgml : 20060404 20060404172657 ACCESSION NUMBER: 0000950123-06-004222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUSS BERRIE & CO INC CENTRAL INDEX KEY: 0000739878 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 221815337 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08681 FILM NUMBER: 06739443 BUSINESS ADDRESS: STREET 1: 111 BAUER DR CITY: OAKLAND STATE: NJ ZIP: 07436 BUSINESS PHONE: 2013379000 MAIL ADDRESS: STREET 2: 111 BAUER DRIVE CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: BERRIE RUSS & CO INC DATE OF NAME CHANGE: 19920703 8-K 1 y18084ae8vk.txt 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): MARCH 22, 2006 -------------- Russ Berrie and Company, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
New Jersey 1-8681 22-1815337 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
111 Bauer Drive, Oakland, New Jersey 07436 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 337-9000 -------------- - -------------------------------------------------------------------------------- (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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 22, 2006, Russ Berrie and Company, Inc. (the "Company") entered into an agreement (the "Agreement") with John D. Wille. Pursuant to the Agreement, in the event that Mr. Wille's employment with the Company is terminated without cause, notwithstanding the provisions of the Company's Severance Policy for Domestic Vice Presidents (and Above) (the "Policy"), he will be entitled to the benefits of the Policy for a period of 12 months, except that reimbursement for automobile expenses will be as provided in the Policy. In addition, notwithstanding the provisions of the Policy, if Mr. Wille obtains gainful employment at any time during months 7 through 12 of any severance period, severance benefits will terminate upon the commencement of such employment. A copy of the Agreement is filed herewith as Exhibit 10.104, and is incorporated herein by reference thereto. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS The following exhibits are filed with this report: Exhibit 10.104 Agreement dated March 22, 2006, between Russ Berrie and Company, Inc. and John D. Wille. 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. Date: April 4, 2006 RUSS BERRIE AND COMPANY, INC. By: /s/ Marc S. Goldfarb -------------------------- Marc S. Goldfarb Vice President and General Counsel Exhibit Index Exhibit 10.104 Agreement dated March 22, 2006, between Russ Berrie and Company, Inc. and John D. Wille. EX-10.104 2 y18084aexv10w104.txt AGREEMENT DATED MARCH 22, 2006 Exhibit 10.104 Russ Berrie and Company, Inc. 111 Bauer Drive Oakland, NJ 07436 (201) 337-9000 (800) 631-8465 March 22, 2006 Mr. John D. Wille c/o Russ Berrie and Company, Inc. 111 Bauer Drive Oakland, NJ 07436 Dear John: This letter serves to confirm that in the event that your employment with Russ Berrie and Company, Inc. (the "Company") is terminated by the Company without cause, then notwithstanding any provision of the Company's Severance Policy for Domestic Vice Presidents (and Above) (the "Policy") to the contrary, you are entitled to all of the benefits of the Policy for a period of twelve (12) months, except for the reimbursement of automobile expenses, which shall continue as provided in the Policy; provided, however, that in the event that you obtain gainful employment at any time during months seven (7) through twelve (12) of such severance period, then the severance benefits will be terminated upon the commencement of such employment. The terms of the preceding paragraph may not be amended or modified by the Company without your written consent. Nothing in the preceding paragraph shall be construed to reduce any benefits to which you would otherwise be entitled under any benefit program of the Company. Very truly yours, /s/ Andrew R. Gatto ------------------- Andrew R. Gatto President and CEO ACCEPTED AND AGREED /s/ John D. Wille - ----------------- John D. Wille Date: 3/23/06 -----END PRIVACY-ENHANCED MESSAGE-----