-----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, HOswyInrjDvHiPlQRPTlkx4SFUVcpwAIPV+snAtRdJn/zy7iVCy0ap1PXnfURHrG +RlGdDPJGoKjikjiWZGz9A== 0001193125-06-157009.txt : 20060731 0001193125-06-157009.hdr.sgml : 20060731 20060731160646 ACCESSION NUMBER: 0001193125-06-157009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 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: 06991232 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 d8k.htm FORM 8-K Form 8-K

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): July 31, 2006

 


RADIOSHACK CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   1-5571   75-1047710

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Mail Stop CF3-203, 300 RadioShack Circle, Fort Worth, Texas   76102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (817) 415-3011

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 1.01. Entry into a Material Definitive Agreement.

In connection with James F. Gooch’s appointment as Executive Vice President and Chief Financial Officer of RadioShack Corporation (“RadioShack”), described in Item 5.02 below and incorporated by reference into this Item 1.01, the following sets forth Mr. Gooch’s base salary, sign-on bonus, stock option grant and restricted stock information for calendar year 2006.

 

Base Annual Salary:

   $ 425,000

Sign-On Bonus:

   $ 50,000

Number of Stock Options (1):

     225,000

Number of Shares of Restricted Stock (2):

     15,000

(1) The exercise price per share will be equal to the fair market value (defined as the average of the high and low NYSE sales price) of RadioShack common stock on the first date of Mr. Gooch’s employment. Options vest in annual increments of one-fourth, beginning on the first anniversary of the date of grant, assuming employment on such vesting dates. Assuming continuing service as an employee, options expire seven years from the date of grant.

 

(2) Restricted stock vests in annual increments of one-fourth, beginning on the first anniversary of the date of grant, assuming employment on such vesting dates.

In addition, Mr. Gooch will be eligible in calendar year 2006 to participate in the RadioShack Corporation Bonus Plan for Executive Officers (the “Bonus Plan”), which was established pursuant to the RadioShack 2004 Annual and Long-Term Incentive Compensation Plan, which was approved by stockholders at RadioShack’s 2004 annual meeting (the “2004 Plan”). Mr. Gooch will also be eligible in calendar year 2006 to participate in the 2006 annual incentive bonus plan (the “Turn-around Bonus Plan”). Mr. Gooch’s annual incentive bonus measures for the Bonus Plan and the Turn-around Bonus Plan for calendar year 2006 will be the measures for executive officers approved by RadioShack’s Management Development and Compensation Committee of the Board of Directors on March 27, 2006. For 2006, Mr. Gooch is guaranteed a minimum bonus of not less than $175,000.

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 31, 2006, RadioShack announced the appointment of James Gooch as its Executive Vice President and Chief Financial Officer of RadioShack, effective August 16, 2006. Mr. Gooch, who is 38, most recently served as Executive Vice President – Chief Financial Officer of Entertainment Publications (a company of InterActiveCorp) since May 2005. From 1996 to May 2005, Mr. Gooch served in various positions at Kmart Corporation, including Vice President, Controller and Treasurer and Vice President, Corporate Financial Planning and Analysis. A copy of the press release announcing Mr. Gooch’s appointment is attached as Exhibit 99.1.

 

2


There is no family relationship between Mr. Gooch and any other executive officer or director of RadioShack, and there is no arrangement or understanding under which he was appointed. All executive officers of RadioShack are appointed by the Board of Directors to serve until their successors are appointed. There are no transactions to which RadioShack or any of its subsidiaries is a party and in which Mr. Gooch has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.     
99.1    Press Release, dated July 31, 2006.

 

3


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 31st day of July, 2006.

 

RADIOSHACK CORPORATION

/s/ David S. Goldberg

David S. Goldberg

Senior Vice President – General Counsel

and Corporate Secretary

 

4


EXHIBIT INDEX

 

Exhibit No.     
99.1    Press Release, dated July 31, 2006.

 

5

EX-99.1 2 dex991.htm PRESS RELEASE DATED JULY 31, 2006 Press Release dated July 31, 2006

Exhibit 99.1

Contact:

Kay Jackson

Senior Director, Corporate Communications

(817) 415-3300

RadioShack Corporation Names James Gooch as Chief Financial Officer

FORT WORTH, Texas (July 31, 2006) – RadioShack Corporation (NYSE: RSH) today announced that James Gooch, 38, has been named Executive Vice President and Chief Financial Officer of the company. Gooch will join the company on Aug. 16, 2006, and oversee the company’s finance, treasury, accounting and investor relations functions. Gooch was most recently executive vice president and chief financial officer of Entertainment Publications based in Troy, Michigan.

“Jim and I have previous experience working together, and I know that he brings a wealth of financial experience to our company,” said Julian Day, chairman and chief executive officer of RadioShack. “Jim has a wonderful track record of imposing order and financial rigor at the companies where he has worked. He will play an integral role as we work to produce levels of return that we and our shareholders expect for our business.”

Gooch, a certified public accountant, spent 10 years with Kmart Corporation, and subsequently Sears Holdings, serving in various positions, including Vice President, Controller, Treasurer, and Vice President of Corporate Financial Planning and Analysis. Prior to Kmart and Sears Holdings, he held progressive financial management positions with Helene Curtis and The Quaker Oats Company. He began his career in 1989 as an auditor in public accounting.

He holds a Bachelor of Arts in Accounting from Michigan State University and a Master of Management, with an emphasis in finance and marketing, from the J.L. Kellogg Graduate School at Northwestern University.

“I am delighted to join Julian and the senior management team at RadioShack,” said Gooch. “The company has an iconic brand and incredible strengths that can be leveraged to increase shareholder value.”

About RadioShack Corporation

Fort Worth, Texas-based RadioShack Corporation (NYSE: RSH) is one of the nation’s most trusted consumer electronics specialty retailers and a growing provider of retail support services. The company operates a vast network of sales channels, including: more than 6,000 company and dealer stores; more than 100 RadioShack locations in Mexico and Canada; and nearly 800 wireless kiosks. RadioShack’s knowledgeable and helpful sales associates deliver convenient product and service solutions within minutes of where all Americans either live or work. For more information on RadioShack Corporation, visit www.RadioShackCorporation.com. To learn more about RadioShack products and services or to purchase items online, visit www.RadioShack.com.

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