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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) May 15, 2006 (May 10, 2006)
PHOENIX FOOTWEAR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-31309
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15-0327010 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 5759 Fleet Street, Suite 220, Carlsbad, California
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920088 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(760) 602-9688
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On May 10, 2006, Phoenix Footwear Group, Inc. (the “Company”) and Richard White entered into a
Severance and Release Agreement (the “Severance and Release Agreement”) pursuant to which Mr. White
resigned as the President and Chief Executive Officer and a director of the Company. Under the
Severance and Release Agreement, Mr. White will receive, among
other things (i) his current salary of $500,000 payable monthly through November 30, 2007 and (ii) continued payment by the Company of its share of
the premiums for his health, life and disability insurance benefits through November 30, 2007.
Also under the Severance and Release Agreement, Mr. White provided a general release in favor of
the Company and its affiliates and waived his right to receive any further award of stock options
under his Employment Agreement with the Company dated June 15, 2004. Mr. White is also obligated
to (i) comply with certain non-solicitation provisions until May 17, 2006 and (ii) confidentiality
and cooperation and non-disparagement requirements for an indefinite period.
A copy of the Severance and Release Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
In connection with Mr. White’s resignation, Mr. White’s Employment Agreement with the Company
dated June 15, 2004 was terminated effective May 10, 2006, except for Section 5 thereof.
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On May 15, 2006, Phoenix Footwear Group, Inc. issued a press release announcing the financial
results for the first quarter ended April 1, 2006. A copy of Phoenix Footwear Group, Inc.’s press
release is attached as Exhibit 99.1 to this current report on Form 8-K.
The information furnished pursuant to this Item 2.02 and the exhibit hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by
specific reference in such filing.
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Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On May 10, 2006, the Company accepted the resignation of Richard E. White as the Company’s
President and Chief Executive Officer and Director effective immediately.
The Board of Directors has appointed the Company’s Chairman of the Board, James R. Riedman, as
President and Chief Executive Officer, effective immediately. Mr. Riedman, age 46, has been on the
Company’s Board of Directors since 1993 and Chairman since 1996. He served as Chief Executive
Officer from 1996 to June 15, 2004. Mr. Riedman is the President and a director of Riedman
Corporation, a holding company that, until January 2000, included a commercial insurance agency
that obtained property and casualty insurance coverage for the Company. Mr. Riedman is also a
director of Harris Interactive Inc., a leading market research firm (NASDQ:HPOL).
Section 9 Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
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10.1 |
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Severance and Release Agreement |
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99.1 |
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Press Release issued May 15, 2006 |
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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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PHOENIX FOOTWEAR GROUP, INC. |
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Date: May 15, 2006
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By:
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/s/ Kenneth E. Wolf |
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Name:
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Kenneth E. Wolf |
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Title:
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Chief Financial Officer |
EXHIBIT INDEX
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Description |
10.1
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Severance and Release Agreement |
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99.1
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Press Release issued May 15, 2006 |
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