-----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, TYnRndwtWSmKVy1P6UIHKIrteqoY8l2KaDaVlKk4Hc3FAQIaizjrMPjThgo0MUYO jcKME0PN64fJ2Rp8fyi35Q== 0000950137-05-006587.txt : 20050611 0000950137-05-006587.hdr.sgml : 20050611 20050526172902 ACCESSION NUMBER: 0000950137-05-006587 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050523 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 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: 05861026 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 c95655e8vk.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) May 23, 2005 ------------------------------- 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 (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On May 26, 2005, Enesco Group, Inc. issued a press release announcing the appointment of Richard W. Blackburn to its Board of Directors. Mr. Blackburn's appointment was effective May 23, 2005. There is no arrangement or understanding between Mr. Blackburn and any other person pursuant to which Mr. Blackburn was selected as a director of Enesco. The Board of Directors has not yet determined to which committees of the Board Mr. Blackburn will be appointed. There are no relationships or related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. The press release is attached as Exhibit 99.1. 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: May 26, 2005 By: /s/ Cynthia Passmore-McLaughlin ------------------------- ------------------------------- Cynthia Passmore-McLaughlin President & CEO EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Enesco Press Release dated May 26, 2005 announcing the appointment of Richard W. Blackburn to its Board of Directors effective May 23, 2005. EX-99.1 2 c95655exv99w1.txt PRESS RELEASE FOR IMMEDIATE RELEASE [ENESCO GROUP INC. LETTERHEAD] INVESTOR CONTACT: Nathan Elwell Ashton Partners 312-553-6706 nelwell@ashtonpartners.com MEDIA CONTACT: Donna Shaults 630-875-5464 dshaults@enesco.com ENESCO APPOINTS RICHARD BLACKBURN TO BOARD OF DIRECTORS ITASCA, ILL. - MAY 26, 2005 - Enesco Group, Inc. (NYSE: ENC), a leader in the giftware, and home and garden decor industries, today announced that the Company's Board of Directors appointed Richard W. Blackburn as its newest Board member. Blackburn's appointment became effective May 23, 2005. Blackburn is the former executive vice president, general counsel and chief administrative officer of Duke Energy Corporation, where he was responsible for the company's legal affairs, corporate planning and strategy, external affairs, government relations, human resources, ethics and compliance, and market and brand strategy. He joined Duke Energy in 1999 and retired in 2004. Previously, Blackburn was the president and group executive for NYNEX Worldwide Communications and Media Group, vice president and general counsel for New England Telephone, and attorney for American Telephone & Telegraph. "Dick is a senior corporate officer with broad management and legal experience, who has a solid record of accomplishments in leading major domestic and international corporations," said Anne-Lee Verville, chairman of Enesco's Board of Directors. "He has the proven ability in structuring new businesses and managing turnaround situations. We are very pleased to have a Director with this legal and management expertise join our Board." Blackburn currently is the Chair of the Board of Advisors for George Washington University Law School; is a trustee at George Washington University and at the Massachusetts Eye and Ear Infirmary in Boston. ABOUT ENESCO GROUP, INC. Enesco Group, Inc. is a world leader in the gift, and home and garden decor industries. Serving more than 40,000 customers globally, Enesco distributes products to a wide variety of specialty card and gift retailers, home decor boutique as well as mass-market chains and direct mail retailers. Internationally, Enesco serves markets operating in Europe, Canada, Australia, Mexico, Asia and the Pacific Rim. With subsidiaries located in Europe and Canada, and a business unit in Hong Kong, Enesco's international distribution network is a leader in the industry. The Company's product lines include some of the world's most recognizable brands, including Heartwood Creek by Jim Shore, Walt Disney Company, Walt Disney Classics Collection, Pooh & Friends, Nickelodeon, Bratz, Halcyon Days, Lilliput Lane, and Border Fine Arts, among others. Further information is available on the Company's web site at www.enesco.com. -more- RICHARD BLACKBURN APPOINTED TO ENESCO'S BOARD OF DIRECTORS / PAGE 2 This press release contains forward-looking statements that are based on management's current assumptions and beliefs and upon information currently available to management. The Company has tried to identify such forward-looking statements by use of such words as "expects," "intends," "anticipates," "could," "estimates," "plans," and "believes," and similar expressions, but these words are not the exclusive means of identifying such statements. Such statements are subject to various risks, uncertainties and other factors, which could cause actual results to vary materially from those anticipated, estimated, expected or projected. Important factors that may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements include, but are not limited to: the Company's success in developing new products and consumer reaction to the Company's new products; the Company's ability to secure, maintain and renew popular licenses, particularly our licenses Cherished Teddies, Heartwood Creek and Disney; the Company's ability to grow revenues in mass and niche market channels; the Company's ability to effectively transition to the legacy information system; changes in general economic conditions, as well as specific market conditions; fluctuations in demand for our products; manufacturing lead times; the timing of orders and shipments and our ability to predict customer demands; inventory levels and purchase commitments exceeding requirements based upon incorrect forecasts; collection of accounts receivable; changes in the regulations and procedures affecting the importation of goods into the United States; changes in foreign exchange rates; price and product competition in the giftware industry; variations in sales channels, product costs or mix of products sold; and, possible future terrorist attacks, epidemics, or acts of war. In addition, the Company operates in a continually changing business environment and does not intend to update or revise the forward-looking statements contained herein, which speak only as of the date hereof. Additional information regarding forward-looking statement risk factors is contained in the Company's reports and filings with the Securities and Exchange Commission. In light of these risks and uncertainties, the forward-looking statements contained herein may not occur and actual results could differ materially from those set forth herein. Accordingly, you should not rely on these forward-looking statements as a prediction of actual future results. # # # -----END PRIVACY-ENHANCED MESSAGE-----