Attached files
| file | filename |
|---|---|
| EX-10.1 - ALCO STORES INC | wilsonempagmt.htm |
| EX-99.1 - ALCO STORES INC | wilsonpressrel.htm |
| EX-10.2 - ALCO STORES INC | wilsonstockopagmt.htm |
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):
February
22, 2010
|
Duckwall-ALCO
Stores, Inc.
|
||
|
(Exact
name of registrant as specified in charter)
|
|
Kansas
|
0-20269
|
48-0201080
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
401
Cottage, Abilene, Kansas 67410-2832
|
||
|
(Address
of principal executive offices)
|
|
(785)
263-3350
|
||
|
(Registrant’s
Telephone Number, including area code)
|
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:
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))
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
February 22, 2010, Duckwall-ALCO Stores, Inc. (the “Company”) announced that,
effective as of February 15, 2010, Richard E. Wilson has been appointed as
President and Chief Executive Officer of the Company, and Lawrence J. Zigerelli,
who served as President and Chief Executive Officer since July 1, 2008 has
resigned.
From December, 2007 until he joined the
Company, Mr. Wilson, age 48, served as Principal of Corporate Alliance Group, a
management consulting company specializing in marketing, product development,
planning, strategy and brand management for the retail and wholesale
trade. Prior to forming Corporate Alliance Group, Mr. Wilson was
Senior Vice President, General Merchandise, for BJ’s Wholesale Club from May,
2005 to February, 2007, where he was responsible for a $2 billion business
including merchandising, marketing, private brand development, global sourcing
and club presentation. From August, 2003 to April, 2005, Mr. Wilson
was Senior Vice President, Home Furnishings for the Macy’s division of Federated
Department Stores, Inc., the parent company of department stores such as Macy’s
and Bloomingdales. Mr. Wilson has also previously served as an
executive with the Filene’s division of May Department Stores.
In connection with Mr. Wilson’s
appointment as President and Chief Executive Officer, the Company has entered
into an Employment Agreement with Mr. Wilson (the “Wilson Employment
Agreement”). The Wilson Employment Agreement is dated February 15,
2010, and provides for the following terms, among others.
|
·
|
Term: Mr.
Wilson’s employment will begin on February 15, 2010 and will be “at will”
with no specific term.
|
|
·
|
Salary: Mr.
Wilson’s annual base salary will be
$450,000.
|
|
·
|
Annual
Bonus: The Wilson Employment Agreement provides for a
performance-based bonus for each bonus period during Mr. Wilson’s
employment, with the first period commencing on February 15, 2010 and
ending at the end of the fiscal year, and with each subsequent period
commencing on the start of each fiscal year subsequent to the first bonus
period and ending at the end of such fiscal year. Pursuant to
the terms of the Wilson Employment Agreement, Mr. Wilson has the potential
to earn a bonus ranging from no bonus up to 150% of his annual base salary
depending on the Company’s performance against return on equity goals for
the applicable bonus period.
|
|
·
|
Equity: Pursuant
to a separate Stock Option Agreement discussed below, Mr. Wilson will
receive 100,000 options to purchase shares of common stock of the Company
(“Common Stock”) granted at the closing sale price of the Common Stock on
the Nasdaq Global Market, as of 4:00 p.m., EDT on February 22, 2010,
vesting 25% each year beginning on the first anniversary of the grant
date, subject to the provisions of the Company’s 2003 Incentive Stock
Option Plan (the “ISO Plan”) and Mr. Wilson’s option award agreement under
the ISO Plan.
|
|
·
|
Severance for Termination
without “Cause” or Resignation with “Good Reason”: Upon
involuntary termination or termination with Good Reason and subject to
release of claims, Mr. Wilson will receive (i) twelve months salary paid
over time, (ii) provided that his employment is terminated more than six
months after the commencement of the applicable bonus period, a pro-rated
bonus in the year of termination if
earned.
|
|
·
|
Other
Terms: Mr. Wilson is to receive benefits, including
relocation and other reimbursements associated with commencement of
employment.
|
|
·
|
Covenants: The
Wilson Employment Agreement includes covenants regarding confidentiality,
non-disparagement, and twelve-month non-solicitation and non-competition
following termination of
employment.
|
A copy of the Wilson Employment
Agreement is attached hereto as Exhibit 10.1 and incorporated herein by
reference. The foregoing description is qualified in its entirety by
reference to the full text of the exhibit.
Also in connection with Mr. Wilson’s
appointment as President and Chief Executive Officer, the Company has entered
into an Incentive Stock Option Agreement with Mr. Wilson. The Incentive Stock
Option Agreement allows Mr. Wilson to participate in the Company's ISO
Plan. Under the terms of this Agreement Mr. Wilson is granted
the right to buy 100,000 shares of the Company at a price equal to
$14.34. The Grant Date of the options is February 22, 2010. The
aforementioned options vest in four equal annual installments beginning February
22, 2011. The options shall be expire five years from the Grant
Date.
A copy of Mr. Wilson’s Incentive Stock
Option Agreement is attached hereto as Exhibit 10.2 and incorporated herein by
reference. The foregoing description is qualified in its entirety by
reference to the full text of the exhibit.
Item
7.01. Regulation FD Disclosure.
On February 22, 2010, the Company
issued a press release attached as Exhibit 99.1, incorporated into this Item
7.01 by reference, announcing the appointment of Mr. Wilson as President and
Chief Executive Officer of the Company and the departure of Mr.
Zigerelli.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
|
|
10.1
|
Employment
Agreement, dated February 15, 2010, between Duckwall-ALCO Stores, Inc. and
Richard E. Wilson
|
|
|
10.2
|
Incentive
Stock Option Agreement, dated to be effective February 22, 2010, between
Duckwall-ALCO Stores, Inc. and Richard E.
Wilson
|
|
|
99.1
|
Press
Release dated February 22, 2010
|
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:
February 25, 2010
|
DUCKWALL-ALCO
STORES, INC.
By: /s/ Donny
Johnson
Donny Johnson
Executive Vice President and
Chief Financial
Officer
|
INDEX
TO EXHIBITS
Exhibit
Number Description
|
|
10.1
|
Employment
Agreement, dated February 15, 2010, between Duckwall-ALCO Stores, Inc. and
Richard E. Wilson
|
|
|
10.2
|
Incentive
Stock Option Agreement, dated to be effective February 22, 2010, between
Duckwall-ALCO Stores, Inc. and Richard E.
Wilson
|
|
|
99.1
|
Press
Release dated February 22, 2010
|