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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 2005
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CHROMCRAFT REVINGTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 1-13970 35-1848094
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1100 North Washington Street
Delphi, Indiana 46923
(Address of Principal Executive Offices, including Zip Code)
(765) 564-3500
(Registrant's Telephone Number, Including Area Code)
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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
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 22, 2005, Benjamin M. Anderson-Ray was named the Chief
Executive Officer of Chromcraft Revington, Inc. (the "Company") and was
appointed to the Company's board of directors. On the same day, the Company and
Mr. Anderson-Ray entered into an Employment Agreement.
The initial term of Mr. Anderson-Ray's employment under the Employment
Agreement began on June 20, 2005 and will end on June 20, 2010. Upon the
expiration of the initial term, the Employment Agreement will be automatically
renewed on the same terms and conditions for successive one-year terms, unless
Mr. Anderson-Ray's employment has been terminated earlier or either the Company
or Mr. Anderson-Ray provides to the other a written non-renewal notice.
Under the Employment Agreement, Mr. Anderson-Ray will serve as the
Company's Chief Executive Officer and will have such other authority, duties and
responsibilities as the Company's board of directors may from time to time
prescribe that are consistent with his position as Chief Executive Officer of
the Company. Mr. Anderson-Ray also will be elected Chairman of the Board by
August 1, 2005. The board of directors is required to nominate Mr. Anderson-Ray
as one of its director nominees to be considered for election at each annual
meeting of stockholders during such period of time that Mr. Anderson-Ray is
serving as the Company's Chief Executive Officer.
Mr. Anderson-Ray's base salary will be not less than $375,000 per
fiscal year (pro-rated for any partial year of employment). His sign-on bonus is
$150,000, one-half of which has been paid to him and, unless Mr. Anderson-Ray's
employment is terminated by the Company for cause or by Mr. Anderson-Ray without
good reason, the remaining one-half will be paid on June 20, 2006.
Mr. Anderson-Ray will be entitled to participate in all incentive
compensation plans and programs generally available to executive officers of the
Company and its subsidiaries, including, but not limited to, the Company's short
term executive incentive plan (the "STIP") and its long term executive incentive
plan and stock option plan (collectively, the "LTIP"). Subject to the attainment
of the applicable performance factor, Mr. Anderson-Ray will receive a cash bonus
of $175,000 under the STIP for the fiscal year ending December 31, 2005. For the
fiscal year ending December 31, 2006 and each subsequent fiscal year during
which he is serving as the Company's Chief Executive Officer pursuant to the
Employment Agreement, the target award rate under the STIP for Mr. Anderson-Ray
will be 100% of his base salary. For the 2005-07 performance period under the
LTIP, Mr. Anderson-Ray will receive a grant of 42,000 shares of restricted
common stock of the Company, which will vest upon achievement of all performance
factors relating to this performance period. Mr. Anderson-Ray also will be
reimbursed for certain relocation expenses and will receive an automobile
allowance of $1,500 per month.
The sole performance factor under the STIP for Mr. Anderson-Ray for the
fiscal year ending December 31, 2005 is the requirement that Mr. Anderson-Ray
make a presentation to the board of directors of the Company no later than
December 31, 2005 on the following topics: a
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proposed strategic plan for the Company, an assessment of the key employees of
the Company and its subsidiaries and an assessment of the competition affecting
the Company's business. The performance factors under the LTIP for Mr.
Anderson-Ray for the 2005-07 performance period have not yet been established.
In addition to a non-renewal of the Employment Agreement as described
above, Mr. Anderson-Ray's employment may be terminated (i) by the Company with
or without cause, (ii) by Mr. Anderson-Ray with or without good reason, (iii)
upon his death or disability, or (iv) by Mr. Anderson-Ray in the event of a
change in control of the Company. If Mr. Anderson-Ray's employment is terminated
by the Company for cause or by Mr. Anderson-Ray without good reason, the Company
will pay Mr. Anderson-Ray a lump sum equal to his monthly base salary for three
months. If his employment is terminated by the Company without cause or by Mr.
Anderson-Ray for good reason, the Company will pay Mr. Anderson-Ray (i) an
amount (payable in twelve equal monthly installments) equal to $550,000 if his
last day of employment is on or prior to December 31, 2006, or (ii) an amount
(payable in twenty-four equal monthly installments) equal to two times his base
salary plus two times the average of the awards paid to him under the STIP in
the two fiscal years ended immediately preceding his last day of employment (but
in no event greater than two times the average of the target award amounts under
the STIP for such two year period) if his last day of employment is after
December 31, 2006. If Mr. Anderson-Ray terminates his employment under certain
circumstances upon a change in control of the Company, the Company will pay Mr.
Anderson-Ray an amount (payable in twenty-four equal monthly installments) equal
to two times his base salary plus two times the average of the awards paid to
him under the STIP in the two fiscal years ended immediately preceding his last
day of employment (but in no event greater than two times the average of the
target award amounts under the STIP for such two year period).
If the Company determines not to renew the Employment Agreement, it
will pay him an amount (payable in twenty-four equal monthly installments) equal
to two times his base salary plus two times the average of the awards paid to
him under the STIP in the two fiscal years ended immediately preceding his last
day of employment (but in no event greater than two times the average of the
target award amounts under the STIP for such two year period). If Mr.
Anderson-Ray determines not to renew the Employment Agreement, the Company will
pay him an amount (payable in twelve equal monthly installments) equal to his
base salary plus the average of the awards paid to him under the STIP in the two
fiscal years ended immediately preceding his last day of employment (but in no
event greater than the average of the target award amounts under the STIP for
such two year period).
In addition, the monthly severance payments described above which are
payable over a period of time that is twelve months or longer could be reduced
or eliminated entirely if Mr. Anderson-Ray obtains a position with an unrelated
entity prior to or during the period of time that severance payments are being
paid or if Mr. Anderson-Ray breaches any of his covenants in the Employment
Agreement. Upon any termination of Mr. Anderson-Ray's employment, his vested and
unvested incentive compensation awards will be distributed, paid or exercisable
as provided in the Employment Agreement, unless expressly provided otherwise in
the STIP or the LTIP or in a written agreement between the Company and Mr.
Anderson-Ray relating to awards under the STIP or the LTIP.
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While Mr. Anderson-Ray is employed by the Company and for a period of
two years thereafter, the Employment Agreement prohibits Mr. Anderson-Ray from
competing against the Company or its subsidiaries, from soliciting its customers
or employees and from requesting any customer, supplier, vendor or others doing
business with the Company or its subsidiaries to change their relationship with
the Company or its subsidiaries.
The foregoing brief description of material terms of the Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1
to this Form 8-K.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On June 22, 2005, Mr. Anderson-Ray was named the Chief Executive
Officer of the Company and was appointed to the Company's board of directors. A
brief description of material terms of the Employment Agreement between the
Company and Mr. Anderson-Ray and of any arrangement or understanding pursuant to
which Mr. Anderson-Ray was appointed to the Company's board of directors are
provided in Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Employment Agreement dated June 22, 2005 between Chromcraft
Revington, Inc. and Benjamin M. Anderson-Ray
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SIGNATURE
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.
Date: June 28, 2005
CHROMCRAFT REVINGTON, INC.
By: /s/ Frank T. Kane
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Frank T. Kane
Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
10.1 Employment Agreement dated June 22, 2005 between
Chromcraft Revington, Inc. and Benjamin M. Anderson-Ray
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