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
January
15, 2007
(Date of
Report, date of earliest event reported)
Stage
Stores, Inc.
(Exact
name of registrant as specified in its charter)
1-14035
(Commission
File Number)
NEVADA
91-1826900
(State
or other jurisdiction of incorporation)
(I.R.S.
Employer Identification No.)
10201
Main Street, Houston, Texas
77025
(Address
of principal executive offices)
(Zip
Code)
(800)
579-2302
(Registrant's
telephone number, including area code)
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:
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-12 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))
Item
5.02.
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
On
January 15, 2007, the Board of Directors of Stage Stores, Inc. (the "Company")
appointed Alan J. Barocas to the Board, thereby increasing its membership to
nine Directors. Mr. Barocas, an Independent Director, has been named to the
Audit Committee and the Corporate Governance and Nominating Committee of the
Board.
Mr.
Barocas currently serves as Principal of Alan J. Barocas & Associates, a
real estate strategy consulting firm that he founded in 2006. Prior to that, Mr.
Barocas spent close to 25 years at specialty retailer Gap Inc., the last 20 of
which he spent in various real estate positions of increasing responsibility,
ultimately attaining the position of Senior Vice President, Real Estate. With a
total of over 35 years of retail industry experience, Mr. Barocas has also
served as a merchandise buyer, division merchandise manager, store manager,
district manager, and human resources director at one of the Gap's distribution
centers. He is currently a Trustee of the International Council of Shopping
Centers (ISCS).
As an
Independent Director, Mr. Barocas will be entitled to receive the following
compensation:
Item
of Compensation
Amount
Annual
Retainer
$30,000
Special
Board Meeting Fee
$1,500
Committee
Meeting Fees:
•
Regular
$1,000
•
Special
$1,000
Initial
Grant
(1)
(1) Mr.
Barocas will be granted, at his election, either (a) stock options to purchase
the Company's common stock with an exercise price equal to the average high and
low prices of the Company's common stock for the five trading days prior to the
date he was appointed to the Board, or (b) restricted shares of the Company's
common stock, in either case valued at $50,000 based on the Black Scholes
Pricing Model (the "Initial Grant"). The Initial Grant will vest 25% per year
over four years from the date of grant and if stock options are granted, they
will expire if not exercised within seven years from the date of grant.
On
January 16, 2007, the Company issued a News Release announcing that Mr. Barocas
had been appointed to the Company's Board of Directors. A copy of the News
Release is attached to this Form 8-K as Exhibit 99.1.
Item
9.01.
Financial
Statements and Exhibits.
99.1
News
Release issued by Stage Stores, Inc. on January 16, 2007 announcing that
Alan J. Barocas had been appointed to the Company's Board of
Directors.
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.
STAGE
STORES, INC.
January
18, 2007
/s/
Michael E. McCreery
(Date)
Michael
E. McCreery
Executive
Vice President and Chief Financial Officer
3