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) April 15, 2011
Central Garden & Pet Company
(Exact name of registrant as specified in its charter)
| Delaware | 001-33268 | 68-0275553 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1340 Treat Boulevard, Suite 600, Walnut Creek, California | 94597 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (925) 948-4000
(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 (see General Instruction A.2. below):
| ¨ | 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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 18, 2011, Central Garden & Pet Company (the “Company”) issued a press release announcing the appointment of Gus Halas as President and Chief Executive Officer of the Central Operating Companies effective April 18, 2011. Mr. Halas will report to William Brown, the Company’s Chairman and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1.
Pursuant to his employment agreement dated April 15, 2011, Mr. Halas will receive an annual salary of $650,000 and will be eligible for an annual bonus targeted at 75% of his base compensation, subject to his and the Company’s performance. In addition, Mr. Halas will receive premium-priced, performance-based stock options for (i) 357,010 shares of the Company’s common stock (“CENT”) with an exercise price of $12.50 per share and (ii) 357,010 shares of CENT with an exercise price of $15.00 per share. The options will vest over five years, subject to the satisfaction of the annual performance targets, and expire six years from the issue date. The agreement may be terminated upon 24 months’ written notice and, in such an event, he would be entitled to nine months of base salary subject to the execution of a general release. The employment agreement also provides for a Post-Employment Consulting Agreement and an Agreement to Protect Confidential Information.
Mr. Halas, age 60, has been a consultant to the Company since 2009. Mr. Halas will serve at the pleasure of the Board of Directors. There was no arrangement or understanding between him and any other person pursuant to which he was to be selected as an officer, and Mr. Halas has no family relationship with any officer or director of the Company.
From 2003 to 2009, Mr. Halas was Chairman, President and CEO of T3 Energy Services, a well control performance services company. He previously served as President and Chief Executive Officer of Clore Automotive and Marley Cooling Tower Company and held senior executive positions with a number of other companies including Ingersoll-Dresser Pump Company and Sulzer Industries.
| Item 9.01. | Financial Statements and Exhibits |
99.1 Press Release dated April 18, 2011.
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.
| CENTRAL GARDEN & PET COMPANY | ||
| By: | /s/ William E. Brown | |
| William E. Brown | ||
| Chairman and Chief Executive Officer | ||
Dated: April 21, 2011
Exhibit 99.1
FOR IMMEDIATE RELEASE
CENTRAL GARDEN & PET COMPANY NAMES
GUS HALAS PRESIDENT AND CEO OF CENTRAL
OPERATING COMPANIES
WALNUT CREEK, CALIFORNIA, April 18, 2011 – Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading innovator, marketer and producer of quality branded products for the lawn and garden and pet supplies market, today announced the appointment of Gus Halas as President and Chief Executive Officer of the Central Operating Companies, effective April 18, 2011. Mr. Halas will report to William E. Brown, Central’s Chairman and Chief Executive Officer.
Mr. Halas has been a consultant to the Company since 2009. From 2003 to 2009, Mr. Halas was Chairman, President and CEO of T3 Energy Services. He previously served as President and Chief Executive Officer of Clore Automotive and Marley Cooling Tower Company and held senior executive positions with a number of other companies including Ingersoll-Dresser Pump Company and Sulzer Industries.
“Gus is an extraordinarily able businessman with a long record of accomplishment and transformational change and a very high degree of commitment to Central,” said Mr. Brown, Central’s Chairman and Chief Executive Officer. “I am very pleased to have him as a working partner and am excited about the future.”
About Central Garden & Pet Company
Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded products for the lawn & garden and pet supplies markets. Committed to new product innovation, our products are sold to specialty independent and mass retailers. Participating categories in Lawn & Garden include: Grass seed and the brands PENNINGTON®, SMART SEEDTM and THE REBELS™; wild bird feed and the brand PENNINGTON®; weed and insect control and the brands AMDRO®, SEVIN®, IRONITE® and Over ‘N Out®; and decorative outdoor patio products and the brands NORCAL®, NEW ENGLAND POTTERY® and MATTHEWS FOUR SEASONS™. We also provide a host of other regional and application-specific garden brands and supplies. Participating categories in Pet include: Animal health and the brands ADAMS™ and ZODIAC®; aquatics and reptile and the brands OCEANIC®,
AQUEON™ and ZILLA™; bird & small animal and the brands KAYTEE®, SUPER PET® and CRITTER TRAIL®; dog & cat and the brands TFH®, NYLABONE®, FOUR PAWS®, PINNACLE® and Avoderm®; and equine and the brands FARNAM®, BRONCO® and SUPER MASK®. We also provide a host of other application-specific Pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has approximately 4,300 employees, primarily in North America and Europe. For additional information on Central Garden & Pet Company, including access to the Company’s SEC filings, please visit the Company’s website at www.central.com.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks are described in the Central’s Annual Report on Form 10-K, filed November 19, 2010, and Central’s Quarterly Report on Form 10-Q, filed February 3, 2011, and other Securities and Exchange Commission filings. Central undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.
Contact:
Central Garden & Pet Company
Lori Varlas
925.948.3670