Attached files
| file | filename |
|---|---|
| EX-10.2 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v208127_ex10-2.htm |
| EX-10.1 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v208127_ex10-1.htm |
| EX-10.4 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v208127_ex10-4.htm |
| EX-10.3 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v208127_ex10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January 12,
2011
FREDERICK’S OF HOLLYWOOD
GROUP INC.
(Exact
Name of Registrant as Specified in Charter)
|
New
York
|
1-5893
|
13-5651322
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
6255
Sunset Boulevard, Hollywood, CA
|
90028
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (323) 466-5151
180 Madison Avenue, New
York, NY 10016
(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):
¨ 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
1.01.
|
Entry
into a Material Definitive
Agreement.
|
The
information contained in Item 5.02 below is incorporated herein by
reference.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On January 12, 2011, Frederick’s of
Hollywood Group Inc. (“Company”) entered into stock option and restricted stock
agreements with each of its executive officers and non-employee directors to
provide for the following issuances of options and shares to such
individuals:
|
Name
|
Position
|
Number of Options
|
Number of Restricted Shares
|
|||||
|
Thomas
J. Lynch
|
Chairman
and CEO
|
84,000
|
36,000
|
|||||
|
Linda
LoRe
|
President
|
42,000
|
18,000
|
|||||
|
Thomas
Rende
|
Chief
Financial Officer
|
35,000
|
15,000
|
|||||
|
Peter
Cole
|
Director
|
17,500
|
7,500
|
|||||
|
John
L. Eisel
|
Director
|
17,500
|
7,500
|
|||||
|
William
F. Harley
|
Director
|
17,500
|
7,500
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|||||
|
Milton
J. Walters
|
Director
|
17,500
|
7,500
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The
options and shares of restricted stock were issued under the Company’s 2010
Long-Term Incentive Equity Plan that was approved at the Company’s Annual
Meeting of Shareholders held on January 12, 2011. The options and
shares of restricted stock vest in equal annual installments on each of January
12, 2011, 2012 and 2013, provided the respective officer or director continues
to remain in his or her position with the Company at such times. The
options have an exercise price of $1.05 per share and expire on January 11,
2021.
|
Item
5.07
|
Submission
of Matters to a Vote of Security
Holders
|
On January 12, 2011, the Company held
its Annual Meeting of Shareholders in New York City. At the Annual
Meeting, the Company’s shareholders voted on two proposals. Each
proposal was approved pursuant to the following final voting results from the
Annual Meeting:
1. To
elect six directors to serve for the ensuing one-year period and until their
successors are elected and qualified.
|
Nominee
|
Votes For
|
Votes Withheld
|
||
|
Peter
Cole
|
31,406,
358
|
685,701
|
||
|
John
L. Eisel
|
31,647,348
|
444,711
|
||
|
William
F. Harley
|
31,656,439
|
435,620
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2
|
Nominee
|
Votes For
|
Votes Withheld
|
||
|
Linda
LoRe
|
31,488,491
|
603,568
|
||
|
Thomas
J. Lynch
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31,488,408
|
603,651
|
||
|
Milton
J. Walters
|
|
31,702,101
|
|
389,958
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2. To
approve the Company’s 2010 Long-Term Incentive Equity Plan.
|
Votes For
|
Votes Against
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Votes Abstain
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Broker Non-Vote
|
|||
|
29,916,684
|
|
1,103,256
|
|
1,072,119
|
|
0
|
Item
9.01. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits:
|
|
10.1
|
Form
of Stock Option Agreement for
Employees
|
|
|
10.2
|
Form
of Stock Option Agreement for Non-Employee
Directors
|
|
|
10.3
|
Form
of Restricted Stock Agreement for
Employees
|
|
|
10.4
|
Form
of Restricted Stock Agreement for Non-Employee
Directors
|
3
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.
|
Dated:
January 14, 2011
|
FREDERICK’S
OF HOLLYWOOD GROUP INC.
|
||
|
By:
|
/s/ Thomas Rende
|
||
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Thomas
Rende
|
|||
|
Chief
Financial Officer
|
|||
|
(Principal Financial and
Accounting Officer)
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4