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): June 13, 2008
(Exact Name of Registrant as specified in its charter)
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Delaware
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1-14987
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31-1333930 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employer Identification Number) |
8323 Walton Parkway
New Albany, Ohio 43054
(614) 775-3500
(Address, including zip code, and telephone number
including area code of Registrants
principal executive offices)
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 16, 2008, Tween Brands, Inc. (the Company) announced the resignation of Kenneth T.
Stevens as President and Chief Operating Officer (Principal Financial and Accounting Officer) and
as a director of the Company, effective June 27, 2008.
The Company issued a press release announcing Mr. Stevens resignation. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Also on June 16, 2008, the Company announced that Rolando de Aguiar, the Companys Executive
Vice President and Chief Financial Officer, will assume the role of the Companys Principal
Financial Officer and Principal Accounting Officer, effective June 27, 2008. The information
regarding Mr. de Aguiar required by paragraphs (c)(2) and (c)(3) of Item 5.02 is contained in Item
5.02(c) of the Companys Current Report on Form 8-K, dated May 20, 2008, filed with the Securities
and Exchange Commission on May 22, 2008, and is incorporated herein by reference.
(e) The Company has entered into a Letter Agreement with Mr. Stevens, dated June 13, 2008 (the
Severance Agreement). A copy of the Severance Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. The following summary of the Severance Agreement is qualified
in its entirety by reference to the text of the Severance Agreement and capitalized terms used in
this report and not otherwise defined have the meaning given to such terms in the Severance
Agreement.
Under the Severance Agreement, among other provisions, except as may be modified below, Mr.
Stevens has agreed to comply with all terms and conditions of the Employment Agreement, dated
January 29, 2007 (the Employment Agreement). Under the Severance Agreement, the Company and Mr.
Stevens also generally agreed to release each other from any and all claims that either party ever
had or may now have up to and including the date of the Severance Agreement.
Subject to effectiveness of the Severance Agreement, in consideration for Mr. Stevens
agreement to and continued compliance with the terms of the Severance Agreement, the Severance
Agreement provides Mr. Stevens with, pursuant to Section 11(a) of the Employment Agreement, any
accrued base salary and vacation, and vested benefits as of the effective date of resignation
pursuant to the Companys benefit, retirement incentive and other plans. Furthermore, the
Severance Agreement provides Mr. Stevens with the following benefits, subject to effectiveness of
the Severance Agreement: (i) $400,000, minus applicable taxes and fees, payable in lump sum within
five business days of effectiveness of the Severance Agreement; (ii) reimbursement for legal fees
associated with the negotiation of the Severance Agreement up to a maximum of $5,000; and (iii) a
reduction of the non-competition and non-solicitation periods outlined in Sections 12(b) and
(c) of the Employment Agreement from two years to a period of one year from the effective date of
resignation.
The information contained or incorporated by reference in this Form 8-K contains
various forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and other applicable securities laws. Such statements can be identified by the use of
the forward-looking words anticipate, estimate, project, target, predict, believe,
intend, plan, expect, hope, risk, could, pro forma, potential, prospect,
outlook, or similar words. These statements discuss future expectations, contain projections
regarding future developments, operations or financial conditions, or state other forward-looking
information. These forward-looking statements involve various important risks, uncertainties and
other factors that could cause actual results to differ materially from those expressed. The
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following factors, among others, could affect our future financial performance and cause actual
future results to differ materially from those expressed or implied in any forward-looking
statements included in this Form 8-K:
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Ability to grow or maintain comparable store sales; |
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Decline in the demand for our merchandise; |
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Ability to develop new merchandise; |
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The impact of competition and pricing; |
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Level of mall and power center traffic; |
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Effectiveness of expansion into new or existing markets; |
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Effectiveness of store remodels; |
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Availability of suitable store locations at appropriate terms; |
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Effectiveness of our brand awareness and marketing programs; |
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Ability to enforce our licenses and trademarks; |
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Ability to hire and train associates; |
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Ability to successfully launch a new brand; |
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A significant change in the regulatory environment applicable to our business; |
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Risks associated with our sourcing and logistics functions; |
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Changes in existing or potential trade restrictions, duties, tariffs or quotas; |
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Currency and exchange risks; |
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Changes in consumer spending patterns, consumer preferences and overall
economic conditions; |
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The potential impact of health concerns relating to severe infectious
diseases, particularly on manufacturing operations of our vendors in Asia and
elsewhere; |
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The security of our computer network; |
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Outcome of various legal proceedings; |
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Impact of product recalls; |
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Acts of terrorism in the U.S. or worldwide; and |
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Other risks as described in other reports and filings we make with the
Securities and Exchange Commission. |
Future economic and industry trends that could potentially impact revenue and profitability are
difficult to predict. Therefore, there can be no assurance that the forward-looking statements
included herein will prove to be accurate. The inclusion of forward-looking statements should not
be regarded a representation by us, or any other person, that our objectives will be achieved. The
forward-looking statements made herein are based on information presently available to us, as the
management of the Company. We assume no obligation to publicly update or revise our
forward-looking statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
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