-----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, I1o84rCYn4Y7Zd+1F1ZwWcYyJX6XJ+H+ZoRJOtTde9w36zG2sEBOW86YqnQzAKsS vmrMuwG1ir75hSBGwOihEA== 0001104659-06-081549.txt : 20061214 0001104659-06-081549.hdr.sgml : 20061214 20061214160022 ACCESSION NUMBER: 0001104659-06-081549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061214 DATE AS OF CHANGE: 20061214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE CENTRAL INDEX KEY: 0000878726 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 752398532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19658 FILM NUMBER: 061277254 BUSINESS ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2143873562 MAIL ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 8-K 1 a06-25726_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  December 8, 2006

 


 

Tuesday Morning Corporation

(Exact name of registrant as specified in its charter)

Delaware

 

0-19658

 

75-2398532

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

6250 LBJ Freeway

 

 

Dallas, Texas

 

75240

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (972) 387-3562

 


 

Not applicable

(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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 8, 2006, Giles H. Bateman resigned his position as a director of Tuesday Morning Corporation (the “Company”).  The Company announced that, effective December 14, 2006, Mr. Bruce A. Quinnell has been appointed to the Company’s Board of Directors (the “Board”) until his term expires at the Company’s 2007 annual meeting of stockholders.  Mr. Quinnell will serve as a member of the Audit Committee and the Compensation Committee and will be the Chairman of the Audit Committee.

There are no understandings or arrangements between Mr. Quinnell and any other person pursuant to which Mr. Quinnell was selected to serve as a director of the Company.  There are no material relationships or transactions between Mr. Quinnell and the Company or any of the Company’s directors, executive officers, or major security holders, or the immediate family members of any such person.  In addition, there are no family relationships between Mr. Quinnell and any director or executive officer of the Company.

For his board service, Mr. Quinnell will receive an annual retainer from the Company in the amount of $30,000 (beginning January 1, 2007), reimbursement for his out-of-pocket expenses incurred in attending Board and committee meetings and the standard 20% discount on merchandise purchases provided to all of the Company’s employees.  Upon Mr. Quinnell’s election to the Board, he was granted an initial grant of 20,000 options to purchase shares of the Company’s common stock priced at the fair market value on the date of the grant.  As the Chairman of the Audit Committee, Mr. Quinnell will receive additional compensation of $20,000 annually for performance of his additional duties in such capacity.

A copy of the Company’s press release dated December 14, 2006, announcing the resignation of Mr. Bateman as a director and the appointment of Mr. Quinnell as a director is attached hereto at Exhibit 99.1 and incorporated herein by reference.

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Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits

Exhibit
Number

 

Exhibit Title

99.1

 

Press Release issued on December 14, 2006, announcing the appointment of Bruce A. Quinnell to the Board of Directors

 

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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.

TUESDAY MORNING CORPORATION

 

 

 

 

 

 

Date: December 14, 2006

By:

/s/ Elizabeth Schroeder

 

 

 

Elizabeth Schroeder

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

4




EXHIBIT INDEX

Exhibit

 

 

Number

 

Exhibit Title

99.1

 

Press Release issued on December 14, 2006, announcing the appointment of Bruce A. Quinnell to the Board of Directors

 

5



EX-99.1 2 a06-25726_1ex99d1.htm EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

 

Elizabeth Schroeder

 

 

Chief Financial Officer

 

 

TUESDAY MORNING CORPORATION

 

 

972/934-7299

 

 

 

 

 

Laurey Peat

 

 

LAUREY PEAT + ASSOCIATES

 

 

214/871-8787

 

TUESDAY MORNING CORPORATION

APPOINTS BRUCE A. QUINNELL TO BOARD OF DIRECTORS

DALLAS, TX – December 14, 2006 – Tuesday Morning Corporation (NASDAQ: TUES) announced today the appointment of Bruce A. Quinnell, 57, to its Board of Directors.  Mr. Quinnell will fill the vacancy made available by the resignation of Giles H. Bateman, whose resignation became effective December 8, 2006. Mr. Quinnell will serve as a member of the Audit Committee and the Compensation Committee and will replace Mr. Bateman as Chairman of the Audit Committee.

Mr. Quinnell is currently a business consultant and serves as the Chairman of the Board of Hot Topic, Inc. and of Zoom Systems, Inc and serves as member of the board of directors of Reading is Fundamental and Cyber Medical Services (dba TelaDoc).  Mr. Quinnell was Vice Chairman of Borders Group, Inc. from April 1999 to February 2002 and was the President and Chief Operating Officer of Borders Group, Inc., from January 1997 to April 1999.  Prior to that time, he served as President and Chief Operating Officer of Walden Book Company, Executive Vice President and Chief Administrative Officer of Pace Membership Warehouse, and Vice President and Chief Financial Officer of Dollar General Corporation.  His previous board memberships include Snelling Personnel Services, Progressive Communications Concepts, Inc. (dba Hawk Electronics) and The Bombay Company.

“We are pleased to welcome Bruce to the Tuesday Morning Board of Directors, said Benjamin D. Chereskin, Chairman of the Board.  “We believe his values, insight and extensive experience

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in specialty retailing will make him a valuable addition to the Board and an asset to the Company.”

About Tuesday Morning

Tuesday Morning is the leading closeout retailer of upscale, decorative home accessories and famous-maker gifts in the United States. The Company opened its first store in 1974 and currently operates 795 stores in 47 states during periodic “sale events.” Tuesday Morning is nationally known for bringing its more than 8.0 million loyal customers a treasure hunt of high-end, first quality, brand name merchandise at prices 50% to 80% below department and specialty stores and catalogues.

This press release contains forward-looking statements, within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, estimates and projections.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected or implied in the forward-looking statements.  Such risks and uncertainties include: the success of new store openings, competitive factors, access to merchandise and unanticipated changes in consumer demand and economic trends, as well as other risks detailed in the company’s filings with the Securities and Exchange Commission, including Forms 8-K, 10-Q and 10-K.  The Company undertakes no obligation to revise the forward-looking statements contained therein to reflect events or circumstances after the date hereof as a result of new information, future events or otherwise.

# # #

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