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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): November 6, 2006
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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 (IRS Employer
of incorporation) File Number) Identification No.)
1330 Win Hentschel Boulevard,
Suite 250, West Lafayette, Indiana 47906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 807-2640
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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 (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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 6, 2006, Chromcraft Revington, Inc. (the "Company") and David
R. Corbin entered into a written Employment Agreement (the "Employment
Agreement").
Under the Employment Agreement, Mr. Corbin will serve as a Senior Vice
President of the Company. Mr. Corbin will have general responsibility over the
marketing and brand management functions of the Company and will have such other
authority, duties and responsibilities as may from time to time be reasonably
prescribed. His base salary will be $235,000 per calendar year (pro-rated for
any partial year of employment), as may be increased from time to time.
The initial term of Mr. Corbin's employment under the Employment Agreement
will begin on a date mutually agreed upon by the Company and Mr. Corbin and
will end on the one-year anniversary of such date. 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. Corbin's
employment has been terminated earlier or unless either the Company or Mr.
Corbin provides to the other a written non-renewal notice.
Mr. Corbin will be entitled to participate in all employee benefit and
incentive compensation plans and programs generally available to executive
officers of the Company other than its Chief Executive Officer. During the term
of the Employment Agreement, the target award level of any short term incentive
compensation award granted to Mr. Corbin will not be less than 40% of his base
salary. Prior to December 31, 2006, the Company will grant to Mr. Corbin an
award of 7,500 shares of restricted common stock of the Company. The shares of
restricted common stock will be eligible to vest in equal increments of 2,500
shares each on December 31, 2007, 2008 and 2009 on the condition that Mr. Corbin
is employed by the Company on the appropriate vesting date. In addition, Mr.
Corbin will be reimbursed for certain relocation expenses and will receive an
automobile allowance of $1,000 per month.
In addition to a non-renewal of the Employment Agreement described above,
Mr. Corbin's employment may be terminated, subject to a limited right to cure
under certain circumstances, (i) by the Company with or without cause, (ii) by
Mr. Corbin with or without good reason, (iii) upon Mr. Corbin's death or
disability, or (iv) by Mr. Corbin following a change in control of the Company.
If Mr. Corbin's employment is terminated by the Company for cause or by Mr.
Corbin without good reason, then the Company will pay Mr. Corbin a severance
payment in a single lump sum equal to his monthly base salary for three months.
If his employment is terminated by the Company without cause or by Mr. Corbin
for good reason, then the Company will pay Mr. Corbin a severance payment equal
to his monthly base salary for a period of the earlier of (i) twelve months
following his last day of employment with the Company or (ii) his first day of
employment by a new employer (but only so long as such employment does not
violate the non-competition covenants of Mr. Corbin set forth in the Employment
Agreement).
If Mr. Corbin's employment is terminated by the Company upon the occurrence
of a disability of Mr. Corbin, then the Company will pay him a single lump sum
equal to his monthly base salary for three months. If Mr. Corbin terminates his
employment under certain circumstances following a change in control of the
Company, then the Company will pay Mr. Corbin a severance payment equal to his
monthly base salary for a period of the earlier of (i) twelve months following
his last day of employment with the Company or (ii) his first day of employment
by a new employer (but only so long as such employment does not violate the
non-competition covenants of Mr. Corbin set forth in the Employment Agreement).
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If the Company determines not to renew the Employment Agreement, it will
pay Mr. Corbin a severance payment equal to his monthly base salary for a period
of the earlier of (i) twelve months following his last day of employment with
the Company or (ii) his first day of employment by a new employer (but only so
long as such employment does not violate the non-competition covenants of Mr.
Corbin set forth in the Employment Agreement). If Mr. Corbin determines not to
renew the Employment Agreement, then the Company will pay him a severance
payment in a single lump sum equal to his monthly base salary for three months.
The severance payments described above which are payable over a twelve
month period may be reduced or eliminated entirely under certain circumstances.
Upon any termination of Mr. Corbin's employment (other than following a
change in control of the Company), all outstanding awards of cash bonuses, stock
options, restricted stock and other incentive compensation (whether cash or
equity based) shall vest and be paid or distributed to, or be exercisable by, as
the case may be, Mr. Corbin or, if applicable, his estate or authorized
representative, in accordance with (i) the incentive compensation plan
applicable to the such award (an "Incentive Plan"), (ii) the applicable written
agreement between the Company and Mr. Corbin relating to an incentive
compensation award (an "Award Agreement"), or (iii) in the absence of an
Incentive Plan or an Award Agreement relating to a particular award, as
determined by the Board of Directors (or a committee thereof) or the Chairman of
the Company. If Mr. Corbin terminates his employment under certain circumstances
following a change in control of the Company, all outstanding awards of cash
bonuses, stock options, restricted stock and other incentive compensation
(whether cash or equity based) shall vest and be paid or distributed to, or be
exercisable by, as the case may be, Mr. Corbin simultaneously with the change in
control unless expressly provided otherwise in (i) the applicable Incentive
Plan, or (ii) the applicable Award Agreement.
Under certain circumstances following a termination of Mr. Corbin's
employment, the Company is required to reimburse Mr. Corbin for the premiums
associated with continued coverage pursuant to COBRA for himself and/or his
spouse and legal dependents under the Company's group health plan for up to
twelve months following his last day of employment.
While Mr. Corbin is employed by the Company and for a period of one year
thereafter, the Employment Agreement prohibits Mr. Corbin from competing against
the Company or its subsidiaries or affiliates, from soliciting any customers or
employees of the Company or its subsidiaries or affiliates and from requesting
any customer, supplier, vendor or others doing business with the Company or its
subsidiaries or affiliates to change their relationship with any of them. At all
times while Mr. Corbin is employed by the Company and thereafter, he is subject
to certain confidentiality covenants.
The foregoing description of the material terms of the Employment Agreement
is only a summary, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 6, 2006, Chromcraft Revington, Inc. issued a press release
announcing certain financial results for its third quarter ended September 30,
2006. The press release is furnished with this report as Exhibit 99.1.
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ITEM 8.01. OTHER EVENTS.
On November 10, 2006, the Company issued a press release announcing the
appointment of David R. Corbin to the position of Senior Vice President of the
Company. The press release is furnished with this report as Exhibit 99.2.
The information in such press release is not deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated
by reference into any filing by the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, except as otherwise expressly stated in
such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Employment Agreement dated November 6, 2006 between Chromcraft
Revington, Inc. and David R. Corbin (filed herewith)
99.1 Press Release of Chromcraft Revington, Inc. dated November 6,
2006 announcing certain financial results for the third quarter
ended September 30, 2006 (furnished herewith)
99.2 Press Release of Chromcraft Revington, Inc. dated November 10,
2006 announcing the appointment of David Corbin as Senior Vice
President (furnished herewith)
* * *
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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: November 13, 2006
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
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10.1 Employment Agreement dated November 6, 2006 between Chromcraft
Revington, Inc. and David R. Corbin
99.1 Press Release of Chromcraft Revington, Inc. dated November 6, 2006
announcing certain financial results for the third quarter ended
September 30, 2006
99.2 Press Release of Chromcraft Revington, Inc. dated November 10, 2006
announcing the appointment of David Corbin as Senior Vice President
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