-----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, UPp4ZLWAv73etCmFb8qyKHwmawzDw82iQQvjUqDnTm1S9fUCA4RP7MIQkFbgd+JV LAmFvIvvVaGLDvI+wG4BZQ== 0001157523-05-000166.txt : 20050110 0001157523-05-000166.hdr.sgml : 20050110 20050110160708 ACCESSION NUMBER: 0001157523-05-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050106 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050110 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: 05521094 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 a4796906.txt ENESCO GROUP, INC. 8-K 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) January 6, 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 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 5.02 Appointment of Principal Officer and Election of Director On January 6, 2005, the Board of Directors of Enesco Group, Inc. appointed Cynthia Passmore-McLaughlin, effective January 15, 2005, as its Chief Executive Officer and elected Ms. Passmore-McLaughlin to the Board of Directors. Ms. Passmore-McLaughlin has been serving as President since October 1, 2004. A copy of the press release issued January 10, 2005 is attached as Exhibit 99. Enesco does not intend for Exhibit 99 to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or to be incorporated by reference into filings under the Securities Act of 1933. 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: January 10, 2005 By: /s/ Cynthia Passmore-McLaughlin ------------------ ------------------------------- Cynthia Passmore-McLaughlin President EXHIBIT INDEX Exhibit No. Description 99 Enesco Press Release dated January 10, 2005 announcing the appointment of Cynthia Passmore-McLaughlin as its Chief Executive Officer and election of Ms. Passmore-McLaughlin to the Board of Directors effective January 15, 2005. EX-99 2 a4796906ex99.txt ENESCO GROUP, INC. EXHIBIT 99 Exhibit 99 Enesco President Assumes Chief Executive Officer Role; Cynthia Passmore-McLaughlin Named President and CEO, and Joins Board of Directors; George Ditomassi, Interim CEO, Returns to Board ITASCA, Ill.--(BUSINESS WIRE)--Jan. 10, 2005--Enesco Group, Inc. (NYSE:ENC), a leader in the giftware, collectible and home decor industry, today announced the Company's Board of Directors elected current President, Cynthia Passmore-McLaughlin, as President and Chief Executive Officer. Passmore-McLaughlin's appointment is effective January 15, 2005, allowing George Ditomassi, a former executive of Milton Bradley and Hasbro, Inc., to return to Enesco's Board following his five-month tenure as interim CEO. Separately, Passmore-McLaughlin also was elected to the Board of Directors. When Passmore-McLaughlin joined Enesco as President in October 2004, Ditomassi remained as interim CEO to assist with resolving the operational challenges presented by Enesco's current ERP (Enterprise Resource Planning) system. Last month, Enesco announced plans to stabilize its ERP system in the third quarter of 2005. "We are confident that Cynthia Passmore-McLaughlin's leadership and her global experiences in marketing, operations and product development will help Enesco fulfill its mission of continued growth and increased shareholder value," said Anne-Lee Verville, Chairman of the Board at Enesco. "Cynthia is extremely knowledgeable about the challenges and needs of an ever-changing marketplace, and will lead the company to become a global full-line supplier of decor and gift solutions." "We thank George Ditomassi for leading Enesco during this transition period," added Verville. "He has done a marvelous job leading the development of an action plan that addressed the ERP situation and a number of operational issues. We now look forward to his return to the Board of Directors and to Cynthia's leadership for the future of Enesco." About Enesco Group, Inc. Enesco Group, Inc. is a world leader in the gift, collectible and home 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, 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 leads the industry. The Company's product lines include some of the world's most recognizable brands, including Precious Moments, Walt Disney Classics Collection, Nickelodeon, Heartwood Creek, Halcyon Days, Lilliput Lane, Border Fine Arts, among others. Further information is available on the Company's web site at www.enesco.com. This press release contains various 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 for Precious Moments, Cherished Teddies, Heartwood Creek and Disney; the Company's ability to grow revenues in mass and niche market channels; the Company's ability to identify and close on strategic acquisitions; 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 effecting 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. CONTACT: Ashton Partners Nathan Elwell (Investor), 312-553-6706 nelwell@ashtonpartners.com or Enesco Group, Inc. Donna Shaults (Media), 630-875-5464 dshaults@enesco.com -----END PRIVACY-ENHANCED MESSAGE-----