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): MARCH 22, 2006
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Russ Berrie and Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 1-8681 22-1815337
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
111 Bauer Drive, Oakland, New Jersey 07436
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 337-9000
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(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:
[ ] 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 22, 2006, Russ Berrie and Company, Inc. (the "Company") entered into an
agreement (the "Agreement") with John D. Wille. Pursuant to the Agreement, in
the event that Mr. Wille's employment with the Company is terminated without
cause, notwithstanding the provisions of the Company's Severance Policy for
Domestic Vice Presidents (and Above) (the "Policy"), he will be entitled to the
benefits of the Policy for a period of 12 months, except that reimbursement for
automobile expenses will be as provided in the Policy. In addition,
notwithstanding the provisions of the Policy, if Mr. Wille obtains gainful
employment at any time during months 7 through 12 of any severance period,
severance benefits will terminate upon the commencement of such employment.
A copy of the Agreement is filed herewith as Exhibit 10.104, and is incorporated
herein by reference thereto.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit 10.104 Agreement dated March 22, 2006, between Russ Berrie and
Company, Inc. and John D. Wille.
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.
Date: April 4, 2006 RUSS BERRIE AND COMPANY, INC.
By: /s/ Marc S. Goldfarb
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Marc S. Goldfarb
Vice President and
General Counsel
Exhibit Index
Exhibit 10.104 Agreement dated March 22, 2006, between Russ Berrie
and Company, Inc. and John D. Wille.