-----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, WsvyDbK/8iKm58D695oDZOmV9vLOeB84OLlP71+WuBYzf9LmUAhHPoomfOVdpKUJ nx2pxCGoHnZQTYOVjDEZAg== 0001104659-08-032467.txt : 20080512 0001104659-08-032467.hdr.sgml : 20080512 20080512165505 ACCESSION NUMBER: 0001104659-08-032467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080508 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: 20080512 DATE AS OF CHANGE: 20080512 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19658 FILM NUMBER: 08824268 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 a08-14105_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):  May 8, 2007

 


 

Tuesday Morning Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19658

 

75-2398532

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

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.

 

On May 6, 2008, Tuesday Morning Corporation (the “Company”) approved that Starlette Johnson will be appointed to the Company’s Board and will serve until her term expires at the Company’s next annual meeting of stockholders to be held in 2008. There are no understandings or arrangements between Ms. Johnson and any other person pursuant to which Ms. Johnson was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K. It is expected that Ms. Johnson will execute the Company’s standard form of confidentiality agreement for directors.

 

For her service on the Board, Ms. Johnson will receive compensation for her services in accordance with the Company’s standard compensatory arrangements for non-employee directors. These arrangements include an annual retainer in the amount of $30,000 (beginning May 1, 2008) and a Board meeting fee of $2,500 for in-person meetings and $1,000 for telephonic meetings. In addition, Ms. Johnson will be reimbursed for her out-of-pocket expenses incurred in attending Board meetings and will receive the standard 20% discount on merchandise purchases provided to all of the Company’s employees. If Ms. Johnson is later appointed to a committee of the Board, she will also be entitled to receive additional compensation related to such service. Upon Ms. Johnson’s appointment to the Board, she will be awarded shares of restricted stock valued at $37,000 on the date of grant and non-qualified stock options to purchase 20,000 shares of the Company’s common stock.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit

 

 

Number

 

Exhibit Title

99.1

 

Press Release issued on May 8, 2008, announcing the appointment of Starlette Johnson to the Board of Directors

 

2



 

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: May 12, 2008

By:

/s/ Stephanie Bowman

 

 

Stephanie Bowman

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Exhibit Title

99.1

 

Press Release issued on May 8, 2008, announcing the appointment of Starlet Johnson to the Board of Directors

 

4


EX-99.1 2 a08-14105_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

CONTACT:

Stephanie Bowman

 

 

Chief Financial Officer

 

 

TUESDAY MORNING CORPORATION

 

 

972/934-7299

 

 

 

 

 

Laurey Peat

 

 

LAUREY PEAT+ ASSOCIATES

 

 

214/871-8787

 

TUESDAY MORNING CORPORATION

 

APPOINTS STARLETTE JOHNSON TO BOARD OF DIRECTORS

 

DALLAS, TX — May 8, 2008 — Tuesday Morning Corporation (NASDAQ: TUES) announced today the appointment of Starlette Johnson, 44, to its Board of Directors. On May 6, 2008, the Board of Directors of Tuesday Morning Corporation approved resolutions increasing the number of directors on the Company’s Board of Directors from seven to eight, effective May 1, 2008. Ms. Johnson will fill this newly created directorship position.

 

Ms. Johnson is currently President, Chief Operating Officer, and Director of Dave and Busters, Inc. and has served in that capacity since April 2007. From June 2006 until April 2007, Ms. Johnson served as Senior Vice President and Chief Strategic Officer of Dave and Busters. From 2004 to June 2006, she was an independent consultant to restaurant, retail, and retail services companies. From 1995 to 2004, she served in various capacities (most recently as Executive Vice President and Chief Strategic Officer) of Brinker International, Inc.

 

“We are pleased to welcome Starlette to the Tuesday Morning Board of Directors”, said Bruce A. Quinnell, Chairman of the Board. “We believe her extensive experience will make her a valuable addition to the Board and an asset to the Company.”

 

1



 

About Tuesday Morning

 

Tuesday Morning is a leading closeout retailer of upscale, decorative home accessories, housewares and famous-maker gifts in the United States. The Company opened its first store in 1974 and currently operates 821 stores in 47 states. Tuesday Morning is nationally known for bringing its more than 9.0 million loyal customers a unique treasure hunt of high-end, first quality, brand name merchandise...never seconds or irregulars...at prices well below those of 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. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently. You should carefully consider statements that contain these words because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our future results of operations, our future financial positions, and our business outlook or state other “forward-looking” information.

 

Reference is hereby made to “Item 1A. Risk Factors” of the Company’s Transition Report on Form 10-K/T for the six month period ended June 30, 2007 and the Company’s Quarterly Report on Form 10-Q for the nine month period ended March 31, 2008 for examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements. These risks, uncertainties and events also include, but are not limited to, the following:  uncertainties regarding our ability to open stores in new and existing markets and operate these stores on a profitable basis; conditions affecting consumer spending; inclement weather; changes in our merchandise mix; timing and type of sales events, promotional activities and other advertising; increased or new competition; loss or departure of one or more members of our senior management, as well as experienced buying and management personnel; an increase in the cost or a disruption in the flow of our products; seasonal and quarterly fluctuations; fluctuations in our comparable store results; our ability to operate information systems and implement new technologies effectively; our ability to generate strong cash flows from our operations; our ability to maintain internal control over financial reporting; and our ability to anticipate and respond in a timely manner to changing consumer demands and preferences. The forward-looking statements made in this press release relate only to events as of the date on which the statements were made. We undertake no obligations to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.

 


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