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 8, 2006
A.C. MOORE ARTS & CRAFTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-23157 22-3527763
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
130 A.C. Moore Drive, Berlin, NJ 08009
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (856) 768-4930
Not Applicable
(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.
Separation Agreement
On June 8, 2006, A.C. Moore Arts & Crafts, Inc. (the "Company") and
Patricia A. Parker entered into an Agreement and Complete and Full General
Release (the "Separation Agreement") pursuant to which Ms. Parker's employment
as the Company's Executive Vice President, Merchandising will terminate
effective as of June 30, 2006. Ms. Parker will continue to receive her annual
compensation at its current rate through the separation date. Following the
separation date, Ms. Parker will receive a severance payment from the Company in
an amount equal to one year's compensation at her current rate, paid in one lump
sum payment. In addition, Ms. Parker's unvested stock options will continue to
vest over their remaining terms and she will have up to five years from June 30,
2006 to exercise all vested stock options. The Separation Agreement also
provides for her release of the Company from all claims and for confidentiality
provisions, as well as Ms. Parker's agreement for 12 months not to directly or
indirectly compete with the Company within any geographic area in which the
Company engages in business as of the separation date or solicit employees from
the Company.
The foregoing summary of the Separation Agreement is not intended to
be complete and is qualified in its entirety by reference to the agreement,
which is attached to this Current Report as Exhibit 10.1 and is incorporated by
reference into this Item 1.01.
Compensation of Chairman of Board of Directors
On June 12, 2006, the Company's Board of Directors approved the
appointment of Michael J. Joyce, a director of the Company since June 2004, as
the non-executive Chairman of the Board of Directors. The Board of Directors
also approved a retainer fee of $50,000 payable to Mr. Joyce for his services in
2006 as the Chairman of the Board of Directors, in addition to the other
compensation payable to Mr. Joyce as a non-employee director of the Company.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company's Board of Directors appointed Joseph F. Coradino to serve
as a director of the Company effective as of June 12, 2006. Mr. Coradino will
serve as a Class A director until the Company's 2006 annual meeting of
shareholders. Mr. Coradino has been named to serve on the Audit Committee of the
Board of Directors effective as of June 12, 2006.
ITEM 7.01 REGULATION FD DISCLOSURE.
On June 12, 2006, the Company issued a press release, a copy of which
is furnished with this Current Report on Form 8-K as Exhibit 99.1. For
additional information regarding Mr. Coradino, please see this press release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Agreement and Complete and Full General Release, effective as of
June 8, 2006, between the Company and Patricia A. Parker.
99.1 Press release dated June 12, 2006.
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.
A.C. MOORE ARTS & CRAFTS, INC.
Date: June 14, 2006 By: /s/ Leslie H. Gordon
------------------------------------
Name: Leslie H. Gordon
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Agreement and Complete and Full General Release, effective as of
June 8, 2006, between the Company and Patricia A. Parker.
99.1 Press release dated June 12, 2006.