-----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, G0aebwdHi7bGBQAZfNyVCcnCEG8I6/b+FY7aN2cCgB/KC0bACWz5uimWEc0TpOnK qRAydDTId+482dOdEGNE7w== 0000950117-05-002224.txt : 20050611 0000950117-05-002224.hdr.sgml : 20050611 20050531161351 ACCESSION NUMBER: 0000950117-05-002224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REX STORES CORP CENTRAL INDEX KEY: 0000744187 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 311095548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09097 FILM NUMBER: 05867562 BUSINESS ADDRESS: STREET 1: 2875 NEEDMORE RD CITY: DAYTON STATE: OH ZIP: 45414 BUSINESS PHONE: 5132763931 FORMER COMPANY: FORMER CONFORMED NAME: AUDIO VIDEO AFFILIATES INC DATE OF NAME CHANGE: 19920703 8-K 1 a39955.txt REX STORES CORPORATION 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): May 26, 2005 REX STORES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-09097 31-1095548 (State or other jurisdiction (Commission File No.) (IRS Employer Identification No.) of incorporation)
2875 Needmore Road, Dayton, Ohio 45414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 276-3931 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)) Item 1.01. Entry into a Material Definitive Agreement. In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004),"Share-Based Payment" (SFAS 123R). SFAS 123R will require that compensation cost related to share-based payment transactions, including stock options, be recognized in the financial statements. Currently, the Company accounts for its share-based payment transactions under the provisions of APB 25, which does not necessarily require the recognition of compensation cost in the consolidated statement of income in the financial statements. On May 26, 2005, in response to SFAS 123R, the Company's Board of Directors at its annual meeting approved accelerating the vesting of out-of-the-money, unvested stock options held by current employees, including non-director executive officers. No options held by directors were subject to acceleration of vesting. An option was considered out-of-the-money if the stated option exercise price was greater than $13.82, which was the closing price of the Company's common stock on May 26, 2005. The accelerated vesting was effective as of May 26, 2005. The following table summarizes the options subject to acceleration:
Aggregate Number of Shares Issuable Weighted Average Under Accelerated Exercise Price Stock Options Per Share ------------- --------- Executive Officers Douglas L. Bruggeman 14,000 $14.745 David Fuchs 14,000 $14.745 Phillip Kellar 4,000 $14.745 Keith Magby 14,000 $14.745 Zafar Rizvi 14,000 $14.745 ------ Total Executive Officers 60,000 $14.745 All other employees 58,000 $14.745 ------ Total 118,000 $14.745 =======
The decision to accelerate vesting of these options was made to avoid recognizing compensation cost in the statement of income in future financial statements upon the adoption of SFAS 123R. The Company estimates that the maximum future compensation expense that will be avoided, based on the Company's implementation date for SFAS 123R of February 1, 2006, is approximately $547,000 (net of income tax expense of $356,000), of which approximately $278,000 is related to options held by executive officers of the Company. The Company will report the avoided future compensation expense in the 2005 financial statements as pro forma footnote disclosures, as permitted under the transition guidance provided by the Financial Accounting Standards Board. 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. REX STORES CORPORATION Date: May 31, 2005 By: /s/ DOUGLAS L. BRUGGEMAN -------------------------------- Name: Douglas L. Bruggeman Title: Vice President - Finance, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----