-----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, AQsP7WlMmQXjw3wTsYf/3hAcVvFaCbdSjJ4Nm5/RjdCJWpZxGWDQhSDjWgirIjnc LjJhC7dBJW0C5YRFs7KeAg== 0000096289-07-000017.txt : 20070504 0000096289-07-000017.hdr.sgml : 20070504 20070504103804 ACCESSION NUMBER: 0000096289-07-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070502 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIOSHACK CORP CENTRAL INDEX KEY: 0000096289 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 751047710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05571 FILM NUMBER: 07818391 BUSINESS ADDRESS: STREET 1: 100 THROCKMORTON ST STREET 2: STE 1700 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8174153700 MAIL ADDRESS: STREET 1: 100 THROCKMORTON SUITE 1700 CITY: FORTH WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TANDY CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TANDY LEATHER CO DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HIDE & LEATHER CO DATE OF NAME CHANGE: 19660825 8-K 1 form8k050207.htm RADIOSHACK CORPORATION FORM 8-K MAY 2, 2007 RadioShack Corporation Form 8-K May 2, 2007
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 2, 2007
 



RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)

Commission file number 1-5571

Delaware
75-1047710
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
   
   
300 RadioShack Circle, Mail Stop CF3-203,
 
Fort Worth, Texas
76102
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (817) 415-3700
 


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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act



Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On May 2, 2007, RadioShack Corporation (the “Company”) sent a notice to participants in the RadioShack 401(k) Plan (the “401(k) Plan”) informing them that the 401(k) Plan would be modifying certain of the investment alternatives in the 401(k) Plan, including removing certain investment funds from the 401(k) Plan. The notice stated that, during a specified period of time while these changes are implemented, participants in the 401(k) Plan would not be able to, among other things, access their accounts to direct or diversify their investments or obtain a loan or a distribution from the 401(k) Plan. The notice stated that this time period was expected to begin at 3:30 p.m. (Eastern Time) on June 25, 2007 and end on June 30, 2007. This period is referred to as the “Blackout Period.”
 
On May 2, 2007, the Company sent a blackout restriction notice (the “BTR Notice”) to its directors and executive officers informing them that, because the restrictions during the Blackout Period include restrictions on investment changes involving the Company’s common stock (“Common Stock”) held in the 401(k) Plans, they would be prohibited during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, from purchasing and selling shares of the Company’s Common Stock (including derivative securities pertaining to such shares) acquired in connection with their service as a director or employment as an executive officer.

A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Pursuant to applicable regulations, directors and executive officers of the Company may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Steve Milton, Assistant Corporate Secretary, RadioShack Corporation, 300 RadioShack Circle, Fort Worth, Texas 76102, (817) 415-3700, before and during the Blackout Period, and the Assistant Corporate Secretary, RadioShack Corporation, 300 RadioShack Circle, Fort Worth, Texas 76102, for a period of two years thereafter.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.  

99.1
Notice to Executive Officers and Directors of RadioShack Corporation regarding a 401(k) Plan Blackout Period and Trading Restrictions.

 
 

 

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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 thereunto duly authorized this 4th day of May, 2007.


   
RADIOSHACK CORPORATION
     
     
 
 /s/
James F. Gooch
   
James F. Gooch
   
Executive Vice President and Chief
   
Financial Officer

 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT INDEX

  
 Exhibit No.    Description of Exhibit
 99.1   Notice to Executive Officers and Directors of RadioShack Corporation regarding a 401(k) Plan Blackout Period and Trading Restrictions.

 
 
 
 
 
 
 
 
 
 
 
 
 
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EX-99.1 2 exhibit991.htm RADIOSHACK CORPORATION EXHIBIT 99.1 MAY 2, 2007 RadioShack Corporation Exhibit 99.1 May 2, 2007
Exhibit 99.1
  
IMPORTANT NOTICE REGARDING 401(k) PLAN BLACKOUT
PERIOD AND RESTRICTIONS ON ABILITY TO TRADE SHARES
OF THE COMPANY’S SECURITIES

This notice is to inform you of significant restrictions on your ability to trade any equity securities of RadioShack Corporation (the “Company”) during an upcoming “blackout period” that will apply to the RadioShack 401(k) Plan (the “401(k) Plan”). This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s trading windows related to its earnings releases.

The special blackout period is being imposed because of the modification of certain of the investment alternatives in the 401(k) Plan, including the removal of certain investment funds. The special blackout period will begin at 3:30 p.m. (Eastern Time) on June 25, 2007 and end on June 30, 2007 (the “401(k) Plan Blackout Period”). During the 401(k) Plan Blackout Period, participants in the 401(k) Plans will not be able to access their accounts to direct or diversify their investments, obtain loans from the 401(k) Plans or obtain a distribution from the 401(k) Plans.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers are prohibited - during the 401(k) Plan Blackout Period - from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or services as a director.

Please note the following:

· “Equity securities” is defined broadly to include the Company’s Common Stock, one dollar ($1.00) par value, stock options, and other derivative securities.

· Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

· Among other things, these rules prohibit exercising options granted to you in connection with your employment as an executive officer, selling shares of Company stock acquired pursuant to such options, selling shares of Company stock originally received as a restricted or deferred stock unit grant or upon the vesting of a restricted or deferred stock unit, or selling shares to cover withholding taxes upon the vesting of restricted or deferred stock units.

· Exemptions from these rules generally apply for purchases or sales under dividend reinvestment plans, sales required by laws, regularly scheduled grants or awards under Company equity compensation plans and certain other “automatic” transactions.

Inquiries with respect to this blackout period, including determining whether this blackout period has ended, should be directed to:

Steve Milton
Assistant Corporate Secretary
RadioShack Corporation
300 RadioShack Circle
Fort Worth, TX 76102
(817) 415-3700

These rules apply in addition to the trading restrictions under the Company’s insider trading policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. The SEC regulations regarding the blackout period restrictions are complex. To avoid any inadvertent violations of the blackout period restrictions, directors and executive officers are required to follow the Company’s pre-clearance procedures in connection with any proposed transaction in Company securities. If you have any questions regarding the Company’s pre-clearance procedures or your ability to engage in any transaction, please contact Steve Milton.

 
May 2, 2007
 
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