8-K 1 l09571ae8vk.txt BIG LOTS, INC. 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): September 9, 2004 BIG LOTS, INC. (Exact name of registrant as specified in its charter) Ohio 1-8897 06-1119097 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 300 Phillipi Road, Columbus, Ohio 43228 (Address of principal executive office) (Zip Code) (614) 278-6800 (Registrant's telephone number, including area code) 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 Pursuant to the Big Lots, Inc. Amended and Restated Director Stock Option Plan, as amended (the "Director Plan"), Big Lots, Inc. ("Company") grants to its outside directors the right to purchase the Company's common shares. The Nominating and Compensation Committee of the Company's Board of Directors ("Nominating and Compensation Committee") has adopted a form of agreement under which grants are made to the outside directors under the Director Plan. Filed with this Current Report on Form 8-K as Exhibit 10.1 is the form of agreement for the Director Plan. Pursuant to the Big Lots, Inc. 1996 Performance Incentive Plan, as amended (the "Incentive Plan"), the Company grants to certain of its employees, including the "named executive officers" (as that term is defined in Item 402(a)(3) of Regulation S-K), the right to purchase the Company's common shares. The Nominating and Compensation Committee has adopted a form of agreement under which grants are made to employees under the Incentive Plan. Filed with this Current Report on Form 8-K as Exhibit 10.2 is the form of agreement for the Incentive Plan. Item 9.01. Financial Statements and Exhibits Exhibit Number Description --------- ------------------- 10.1 Form of Agreement under the Big Lots, Inc. Amended and Restated Director Stock Option Plan 10.2 Form of Agreement under the Big Lots, Inc. 1996 Performance Incentive 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. BIG LOTS, INC. By: /s/ Charles W. Haubiel II ------------------------------- Charles W. Haubiel II Vice President, General Counsel and Corporate Secretary Date: September 13, 2004