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Attachment 1
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): October 29,
2009
R. G. BARRY
CORPORATION
(Exact name of
registrant as specified in its charter)
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Ohio
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1-8769
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31-4362899
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
dentification
No.)
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13405 Yarmouth Road N.W.,
Pickerington, Ohio 43147
(Address of principal executive offices) (Zip Code)
(614)
864-6400
(Registrant's telephone number,
including area code)
Not
Applicable
(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):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02
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Results of Operations and
Financial Condition
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On November 3, 2009, R. G. Barry
Corporation (the “Company”) issued a news release reporting its operating
results for its first quarter ended September 26, 2009. A copy of the news
release is attached as Exhibit 99 hereto.
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Item
5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain Officers
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Resignation of Roger E.
Lautzenhiser
On October 29, 2009, Roger E.
Lautzenhiser resigned from the Company’s Board of Directors immediately prior to
the Company’s 2009 Annual Meeting of Shareholders. Mr. Lautzenhiser, who had
served as a director of the Company since 1999, did not cite any disagreement
with the Company as a basis for his resignation.
In connection with Mr. Lautzenhiser’s
resignation, the Board reduced the size of the Board from ten to nine directors.
The reduction in the size of the Board was done as part of the Board’s ongoing,
previously announced plan to reduce Board costs.
Actions by
Shareholders at 2009 Annual Meeting of Shareholders with respect to Amended and
Restated 2005 Long-Term Incentive Plan
At the 2009 Annual Meeting of
Shareholders of the Company held on October 29, 2009, the shareholders of the
Company approved a proposal to amend the R.G. Barry Corporation Amended and
Restated 2005 Long-Term Incentive Plan (the “2005 Plan”) in order to authorize
the issuance of an additional 500,000 common shares under the 2005 Plan and to
reapprove the material terms of the performance criteria under the 2005
Plan.
Authorization
of Issuance of Additional 500,000 Common Shares
As initially approved by the Company’s
shareholders, the total number of common shares available for issuance under the
2005 Plan was 500,000 common shares, plus: (i) the number of common shares that
were authorized to be the subject of awards under the Company’s 1997 Incentive
Stock Plan (the “1997 Plan”) and the Company’s 2002 Stock Incentive Plan (the
“2002 Plan”) (which 1997 Plan and 2002 Plan were terminated as to new awards on
May 20, 2005) but as to which awards had not been made as of May 20, 2005
(62,000 common shares); and (ii) any common shares underlying awards granted
under the 1997 Plan and the 2002 Plan but forfeited after May 20,
2005.
With the approval of the amendment by
the shareholders, the number of common shares available for issuance under the
2005 Plan will equal the sum of: (i) 1,000,000 common shares; plus (ii) the
62,000 common shares that remained available for awards under the 1997 Plan and
the 2002 Plan on May 20, 2005; plus (iii) the 147,724 common shares underlying
awards granted under the 1997 Plan and the 2002 Plan which have been forfeited
during the period from May 20, 2005 to the date of this Current Report on Form
8-K; plus (iv) any common shares underlying outstanding options granted under
the 1997 Plan and the 2002 Plan which are forfeited in the
future.
Reapproval
of Material Terms of Performance Criteria
The shareholders of the Company also
reapproved the material terms of the performance criteria to which grants made
under the 2005 Plan of restricted stock, restricted stock units (“RSUs”), stock
units and cash awards may be subject, which will enable the Compensation
Committee of the Company’s Board of Directors to structure awards under the 2005
Plan so that any compensation that may be paid in respect of those awards will
qualify as “qualified performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the related
Treasury Regulations.
Any award of restricted stock, RSUs,
stock units or cash awards under the 2005 Plan may be subject to the achievement
of one or more performance criteria with the intention that the award
constitutes “qualified performance-based compensation” for purposes of Section
162(m) of the Internal Revenue Code. To the extent that awards are intended to
constitute “qualified performance-based compensation,” the performance criteria
will be based on one or more of the following:
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Cash
flow;
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Earnings (including gross margin,
earnings before interest and taxes and earnings before taxes and net
earnings);
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Earnings per
share;
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Growth in earnings or earnings per
share;
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Stock
price;
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Return on equity or average
shareholders’ equity;
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Total shareholder
return;
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Return on shareholder
equity;
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Return on assets or net
assets;
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Return on
investment;
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Revenue;
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Income or net
income;
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Operating income or net operating
income;
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Operating profit or net operating
profit (whether before or after
taxes);
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Operating
margin;
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Return on operating
revenue;
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Market
share;
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Overhead or other expense
reduction;
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Growth in shareholder value
relative to the moving average of the S&P 500 Index or a peer group
index; and
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Strategic plan development and
implementation.
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Different performance criteria may be
applied to an individual participant or to groups of participants and may be
based on the results achieved separately or collectively by the Company, any
subsidiary of the Company, or any combination of segments, products or divisions
of the Company or subsidiaries of the Company. These criteria may be applied
solely with regard to the Company or any subsidiary of the Company or relatively
between the Company or any subsidiary of the Company and one or more unrelated
entities.
Performance-based awards may be paid in
cash, common shares or a combination of both, depending on the type of the award
and the award terms. As the Compensation Committee decides to grant
performance-based awards, it will establish the performance criteria to be
applied, the participants or class of participants to which the performance
criteria apply and the period over which the achievement of the performance
criteria will be measured. The Compensation Committee will also decide
the method for computing the cash award or other award that will be issued or
earned if (and to the extent that) those performance criteria are
met.
Once performance criteria have been
established, the Compensation Committee may not revise the criteria associated
with a performance-based award or increase the amount of the cash award or other
award that may be paid or earned if those performance criteria are met. However,
the Compensation Committee may reduce or eliminate a cash award or other award
that may be paid or earned if the performance criteria are
met.
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Item 9.01
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Financial Statements and
Exhibits.
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(a) – (c)
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Not
applicable.
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(d)
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Exhibits.
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ExhibitNo.
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Description
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99.1
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Earnings Release Issued by R. G.
Barry Corporation on November 3,
2009
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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 hereunto duly
authorized.
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R. G. BARRY
CORPORATION
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Date: November 3,
2009
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By:
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/s/ Jose G.
Ibarra
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Jose G.
Ibarra
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Senior Vice President – Finance,
Chief Financial Officer and
Secretary
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