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 29, 2006
-----------------
Russ Berrie and Company, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New Jersey 1-8681 22-1815337
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
111 Bauer Drive, Oakland, New Jersey 07436
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 337-9000
----------------
--------------------------------------------------------------------------------
(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 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) Effective as of June 30, 2006, John Wille, who had served as Vice
President and Chief Financial Officer of Russ Berrie and Company, Inc. (the
"Company") since February 2001, resigned from the Company.
(c) As of July 5, 2006, James J. O'Reardon, Jr., 62, formerly Vice
President - Corporate Audits and an executive officer of the Company since 1997,
assumed the position of Vice President and Chief Financial Officer of the
Company on an interim basis. Mr. O'Reardon had served as Vice President -
Corporate Audits of the Company since April 2000, and had previously held the
position of Vice President - Administration since September 1997. Mr. O'Reardon
is currently a member of the Company's Disclosure Committee, and has been
employed by the Company since 1981.
Since the beginning of the Company's last fiscal year, there was no
transaction or series of similar transactions, nor is there any currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which either Mr. O'Reardon
or any members of his immediate family had or will have a direct or indirect
material interest, other than his compensation arrangement with the Company.
(d) On June 29, 2006, as is permitted by the bylaws of the Company,
Salvatore M. Salibello, 61, was duly elected at a meeting of the Board of
Directors (the "Board") of the Company, as a member of the Board, effective
immediately. At such meeting, Mr. Salibello was also elected to the Audit
Committee of the Board, effective immediately. The Board has affirmatively
determined that that Mr. Salibello qualifies as an "audit committee financial
expert", as that term is defined in Item 401(h) of Regulation S-K promulgated by
the Securities and Exchange Commission, and is "independent" for purposes of the
listing standards of the New York Stock Exchange and applicable provisions of
the Securities Exchange Act of 1934, as amended. At this time, any additional
committees of the Board to which Mr. Salibello will be named, if any, have not
yet been determined.
On June 29, 2006, as is permitted by the bylaws of the Company, Fred
Horowitz, 42, was duly elected at a meeting of the Board as a member of the
Board, effective immediately. At this time, the committees of the Board to which
Mr. Horowitz will be named, if any, have not yet been determined.
Since the beginning of the Company's last fiscal year, there was no
transaction or series of similar transactions, nor is there any currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which either Mr. Salibello
or Mr. Horowitz, or any members of their respective immediate families, had or
will have a direct or indirect material interest, other than director
compensation arrangements.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the matters described in Item 5.02 above, the Revised Bylaws
of the Company were amended at a meeting of the Board on June 29, 2006,
effective immediately, to set the number of directors of the Company's Board of
Directors to no less than three and no more than eleven (the previous provision
set the number to no less than three and no more than nine).
Section 8 -- Other Events
Item 8.01 Other Events
On July 5, 2006, the Company issued a press release announcing the
resignation of Mr. Wille and the appointment of Mr. O'Reardon as Vice President
and Chief Financial Officer of the Company on an interim basis.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this report:
Exhibit 3.2(b)(o) Amendment to Revised Bylaws of the Company, adopted June 29,
2006.
Exhibit 99.1 Press Release, dated July 5, 2006, announcing the resignation of
Mr. Wille and the appointment of Mr. O'Reardon as Vice President and Chief
Financial Officer of the Company on an interim basis.
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: July 6, 2006 RUSS BERRIE AND COMPANY, INC.
By: /s/ Marc. S. Goldfarb
------------------------------------------
Marc S. Goldfarb
Senior Vice President, General Counsel and
Corporate Secretary
Exhibit Index
Exhibit 3.2(b)(o) Amendment to Revised Bylaws of the Company, adopted June 29,
2006.
Exhibit 99.1 Press Release, dated July 5, 2006, announcing the resignation of
Mr. Wille and the appointment of Mr. O'Reardon as Vice President and Chief
Financial Officer of the Company on an interim basis.