Current Report Filing (8-k)
24 Septiembre 2015 - 3:31PM
Edgar (US Regulatory)
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) September 18, 2015
BLYTH, INC.
(Exact Name
of Registrant as Specified in Charter)
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Delaware |
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1-13026 |
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36-2984916 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
59 Armstrong Road, Plymouth, MA 02360
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code 508-830-3100
One East Weaver Street, Greenwich, Connecticut 06831
(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On September 18, 2015, in connection with the relocation of Blyth, Inc.s (the Companys) corporate
headquarters from Greenwich, Connecticut to Plymouth, Massachusetts, the Compensation Committee of the Companys Board of Directors authorized an increase in Robert B. Goergen, Jr.s monthly travel and living allowance from $3,000 to
$8,500 and Jane F. Caseys monthly travel and living allowance from $3,000 to $7,000. In addition, on September 22, 2015, the Company and Ms. Casey entered into an amendment to her Retention and Severance Agreement to, among other
things, establish defined periods during which she may resign for good reason due to the relocation and receive severance. The foregoing description of the amendment to Ms. Caseys Retention and Severance Agreement is a summary only and is
qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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10.1 |
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Amendment to Retention and Severance Agreement by and between Blyth, Inc. and Jane F. Casey dated as of September 22, 2015. |
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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BLYTH, INC. |
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Date: September 24, 2015 |
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By: |
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/s/ Michael S. Novins |
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Name: |
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Michael S. Novins |
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Title: |
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Vice President and General Counsel |
Exhibit 10.1
BLYTH, INC.
AMENDMENT
TO RETENTION AND SEVERANCE AGREEMENT
This Amendment (this Amendment) to the Retention and Severance Agreement by and between
Blyth, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the Company) and Jane F. Casey (the Executive), dated as of August 11, 2014 (the
Retention Agreement), is entered into as of September 22, 2015. Capitalized terms used herein that are not defined herein shall have the meanings ascribed thereto in the Retention Agreement.
RECITALS:
A. |
The Company is in the process of relocating its principal office in Greenwich, Connecticut to Plymouth, Massachusetts (the 2015 Relocation). |
B. |
The Retention Agreement provides that the Executive may terminate the Executives employment for Good Reason in the event of a relocation of the Companys principal office, or the Executives own office
location, more than 20 miles further from the Executives principal residence, so long as the Executive provides the Company with written notice of such termination thirty days prior to the date of such termination, and allows the Company
thirty days to cure such grounds if such cure is possible. |
C. |
Due to the 2015 Relocation, the Company acknowledges and agrees that the Executive will be entitled to terminate employment for Good Reason for the reason set forth above, and that the Company is unable to cure such
grounds for termination. |
D. |
This Amendment is intended to memorialize the understanding between the Company and the Executive that the Company desires to continue to employ the Executive following the 2015 Relocation and the Executive agrees not
to resign for Good Reason during a transition period on account of the 2015 Relocation. |
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and the Executive hereby agree as follows:
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1. |
Amendment of Retention Agreement. |
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(a) |
Section 1(f) of the Retention Agreement (definition of Good Reason) is hereby amended by adding the following paragraph to the end thereof: |
Notwithstanding the foregoing clause (iii) and notice and cure provisions, the Executive agrees not to terminate the Executives
employment for Good Reason on account of the relocation of the Companys principal office location to Plymouth, Massachusetts that is occurring in September of 2015 (the 2015 Relocation) unless: (A) the Executive
provides the Company with at least ninety (90) days prior written notice of such termination, and (B)
such notice is provided to the Company between January 1, 2016 and March 31, 2016. Unless the Executive has provided notice pursuant to this paragraph, the foregoing sentence shall
cease to apply upon the consummation of the Proposed Transaction (as defined in Section 2(i) below). Following March 31, 2016, the Executive may not elect to resign for Good Reason on account of the 2015 Relocation and the provisions of
clause (iii) above (as well as the notice and cure provisions) shall continue to apply (i.e., to any relocation subsequent to the 2015 Relocation) and be in full force and effect.
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(b) |
Section 2 of the Retention Agreement is hereby amended by adding the following Subsection (i) at the end thereof: |
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(i) |
Notwithstanding anything in this Agreement to the contrary, including Section 2(h), if (A) the Proposed Transaction (defined below) occurs on or prior to January 1, 2016 and the Executive has not
previously given notice of termination for Good Reason pursuant to the last paragraph of Section 1(f), and (B) the Executives employment is terminated by the Company or by the Executive within 60 days after the consummation of the
Proposed Transaction, in each case, for any reason or for no reason, then the Executive shall be entitled to receive the payments and benefits set forth in Sections 2(a) through 2(f) as if the Executives employment had terminated for Good
Reason under Section 1(f) above. The Executive or the Company, as applicable, shall provide 30 days prior written notice of termination pursuant to this paragraph (i) to the other party. For purposes of this Section 2, the
Proposed Transaction shall mean the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2015, among the Company, CB Shine Holdings, LLC, and CB Shine Merger Sub, Inc. |
2. Counterparts. This Amendment may be executed and delivered (including by facsimile transition and .pdf format) in one
or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
3. Entire Agreement. This Amendment, together with the Retention Agreement (as amended herein), constitutes the entire
agreement between the parties with respect to the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations and agreements with respect thereto.
4. No Other Changes. Except as amended hereby, the Retention Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date written above.
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BLYTH, INC. |
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By: |
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/s/ Robert B. Goergen Jr. |
Name: |
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Robert B. Goergen, Jr. |
Title: |
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Chief Executive Officer and President |
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EXECUTIVE |
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/s/ Jane F. Casey |
Jane F. Casey |
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