-----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, Pr5LCVI4969YcXEU1XvczsL7PpcdKCtjGxFKFbKHIg3PDNK9DQwSSODNTDYb6ExR NJ0baFRjNj93E3Ul1A4z5g== 0000950137-04-008070.txt : 20040927 0000950137-04-008070.hdr.sgml : 20040927 20040927163042 ACCESSION NUMBER: 0000950137-04-008070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040923 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20040927 DATE AS OF CHANGE: 20040927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENESCO GROUP INC CENTRAL INDEX KEY: 0000093542 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 041864170 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09267 FILM NUMBER: 041047537 BUSINESS ADDRESS: STREET 1: 225 WINDSOR DR. CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6308755300 MAIL ADDRESS: STREET 1: 225 WINDSOR DR. CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: STANHOME INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY HOME PRODUCTS INC DATE OF NAME CHANGE: 19820513 8-K 1 c88406e8vk.txt CURRENT REPORT 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 23, 2004 ------------------------------- Enesco Group, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 0-1349 04-1864170 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 225 Windsor Drive, Itasca, IL 60143 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630) 875-5300 ----------------------------- ------------------------------------------------------------------------------- (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 1.01 On September 23, 2004, Enesco Group, Inc. (Enesco) entered into the Sixth Amendment to the License Agreement among Enesco, Precious Moments, Inc. and United Media (the "Sixth Amendment"), pursuant to which Enesco sells its Precious Moments(R) line of figurines and giftware. Under the Sixth Amendment the date by which Enesco may give notice of termination, rather than permit the license to automatically renew on the existing terms and conditions, has been extended until September 30, 2005. Enesco also agreed to pay $1.4 million by October 1, 2004 that was deferred from 2003 under the annual minimum guarantee provisions of the license. 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. Enesco Group, Inc. ------------------------------- (Registrant) Date 9-27-04 By: /s/ George R. Ditomassi ------------------------ ------------------------------- George R. Ditomassi, Interim Chief Executive Officer Exhibit Index Exhibit 10 Sixth Amendment to the License Agreement among Enesco, Precious Moments, Inc. and United Media. EX-10 2 c88406exv10.txt EXHIBIT 10 EXHIBIT 10 SIXTH AMENDMENT TO AGREEMENT THIS AMENDMENT TO AGREEMENT, dated this 24th day of September, 2004, between UNITED FEATURE SYNDICATE, INC., d.b.a. UNITED MEDIA, a New York corporation with its principal office at 200 Madison Avenue, 4th Floor, New York, New York 10016 ("UM"), as agent for PRECIOUS MOMENTS, INCORPORATED, an Illinois corporation with its principal office at 2170 Point Boulevard, Suite 200, Elgin, Illinois 60123 ("Licensor"), and ENESCO GROUP, INC., a Massachusetts corporation with its principal office at 225 Windsor Drive, Itasca, Illinois 60143 ("Licensee"), is to evidence: WHEREAS, pursuant to an agreement dated July 1, 1993, Licensor granted Enesco Corporation, an Ohio corporation ("Enesco Ohio"), certain rights with respect to the PRECIOUS MOMENTS property; and WHEREAS, said agreement was amended by amendments dated December 29, 1997, and January 22, 1999; and WHEREAS, Enesco Ohio assigned said agreement to Licensee effective January 21, 2000; and WHEREAS, since said agreement was signed UM has become exclusive worldwide licensing representative of Licensor; and WHEREAS, said agreement was further amended by amendments dated July 30, 2001, December 19, 2002, and May 5, 2003; and WHEREAS, the parties wish to amend said agreement further in certain respects; NOW, THEREFORE, said agreement is amended as follows: 1. Exhibit B-2 is deleted and a new Exhibit B-2, attached hereto and made a part hereof, substituted therefor. 2. Paragraph 3 is deleted and the following substituted therefor: "3. TERM. The Term of this Agreement shall be for an original period to commence on the effective date hereof, as specified in paragraph 18 hereof, and continue through December 31, 2007, and shall thereafter be renewed automatically for additional five-year renewal periods, unless terminated sooner in accordance with the provisions of paragraph 13 herein or unless terminated in accordance with the provisions of the following sentence. Either party shall have the right to terminate this Agreement (i) effective as of the end of the initial Term, by providing the other party with a Notice of Termination between July 1, 2005 and September 30, 2005; and (ii) effective as of the end of any five-year renewal term, by providing a Notice of Termination at least three years prior to the end of any renewal period. By way of illustration, either party may terminate this Agreement as of December 31, 2007, by providing the other party with a Notice of Termination between July 1, 2005 and September 30, 2005, and if this Agreement is automatically renewed for the five-year renewal period commencing January 1, 2008, and ending December 31, 2012, either party may terminate this Agreement as of December 31, 2012, by providing the other party with a Notice of Termination on or before December 31, 2009." 3. Subparagraph 4(c) is deleted and the following substituted therefor: "(c) Guaranteed Minimum Royalties. If the total of the royalties due to Licensor from Licensee pursuant to subparagraphs 4(a) and 4(b) hereof during any calendar year (starting with the calendar year 1998) during the Term of this Agreement is less than $15,000,000 (hereinafter the `Annual Minimum Royalty'), Licensee agrees to pay Licensor the difference between the Annual Minimum Royalty and the total of the royalties (hereinafter the `Difference Payment') due for the prior calendar year. Any such Difference Payment is due and owing no later than 90 days after the last day of December of the prior calendar year. Notwithstanding the foregoing, the previously deferred Difference Payment of $1,400,000 due from Licensee to Licensor for calendar year 2003 shall be paid by Licensee on or before October 1, 2004." 4. Subparagraph 4(d) is deleted. 5. Except as expressly modified by this amendment, all terms and conditions of said agreement shall remain in full force and effect, and all provisions of said agreement modified, replaced, or deleted by this amendment shall remain fully enforceable in their original forms with respect to the period prior to the effective date of this amendment. IN WITNESS WHEREOF, the parties have executed this sixth amendment to agreement as of the date set forth above. UNITED FEATURE SYNDICATE, INC., d.b.a. UNITED MEDIA, as agent for PRECIOUS MOMENTS, INCORPORATED By /s/ Josh Kislevitz Senior Vice President --------------------------------------------- Title ENESCO GROUP, INC. By /s/ George R. Ditomassi Interim CEO --------------------------------------------- George R. Ditomassi Title PRECIOUS MOMENTS, INCORPORATED, acknowledges that it has reviewed and approved the foregoing sixth amendment to the July 1, 1993, PRECIOUS MOMENTS license agreement with Enesco Group, Inc. PRECIOUS MOMENTS, INCORPORATED By /s/ Michael T. Gillen President ------------------------------------------------ Title - -------------------------------------------------------------------------------- Page 2 -----END PRIVACY-ENHANCED MESSAGE-----