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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 15, 2006
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CHROMCRAFT REVINGTON, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-13970 35-1848094
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1330 Win Hentschel Boulevard, Suite 250,
West Lafayette, Indiana 47906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 807-2640
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 15, 2006, Chromcraft Revington, Inc. (the "Company") and
Dennis C. Valkanoff entered into a written Employment Agreement (the "Employment
Agreement").
Under the Employment Agreement, Mr. Valkanoff will serve as a Senior
Vice President of the Company and as President of CRI Residential Sales. Mr.
Valkanoff will have general responsibility over the sales functions of the
Company and will have such other authority, duties and responsibilities as may
from time to time be reasonably prescribed. His base salary will be $270,000 per
calendar year (pro-rated for any partial year of employment), as may be
increased from time to time.
The initial term of Mr. Valkanoff's employment under the Employment
Agreement will begin on December 1, 2006 and will end on the one-year
anniversary of his first day of employment with the Company. Upon the expiration
of the initial term, the Employment Agreement will be automatically renewed on
the same terms and conditions for successive one-year terms, unless Mr.
Valkanoff's employment has been terminated earlier or unless either the Company
or Mr. Valkanoff provides to the other a written non-renewal notice.
Mr. Valkanoff will be entitled to participate in all employee benefit
and incentive compensation plans and programs generally available to executive
officers of the Company other than its Chief Executive Officer. During the term
of the Employment Agreement, the target award level of any short term incentive
compensation award granted to Mr. Valkanoff will not be less than 40% of his
base salary. Prior to December 31, 2006, the Company will grant to Mr. Valkanoff
an award of 7,500 shares of restricted common stock of the Company. The shares
of restricted common stock will be eligible to vest in equal increments of 2,500
shares each on December 31, 2007, 2008 and 2009 on the condition that Mr.
Valkanoff is employed by the Company on the appropriate vesting date.
In addition, Mr. Valkanoff will be reimbursed for certain relocation
expenses and will receive an automobile allowance of $1,000 per month. Mr.
Valkanoff also will receive a one-time cash hiring bonus of $21,000 on the first
anniversary of his employment with the Company, provided that $21,000 will be
deducted from any short term incentive compensation earned by him for the 2007
performance period if his short term incentive compensation for such performance
period exceeds $21,000.
In addition to a non-renewal of the Employment Agreement described
above, Mr. Valkanoff's employment may be terminated, subject to a limited right
to cure under certain circumstances, (i) by the Company with or without cause,
(ii) by Mr. Valkanoff with or without good reason, (iii) upon Mr. Valkanoff's
death or disability, or (iv) by Mr. Valkanoff following a change in control of
the Company.
If Mr. Valkanoff's employment is terminated by the Company for cause or
by Mr. Valkanoff without good reason, then the Company will, except under
certain circumstances, pay Mr. Valkanoff a severance payment in a single lump
sum equal to his monthly base salary for three months. If his employment is
terminated by the Company without cause or by Mr. Valkanoff for good reason,
then the Company will pay Mr. Valkanoff a severance payment equal to his monthly
base salary for a period of the earlier of (i) twelve months following his last
day of employment with the Company or (ii) his first day of employment by a new
employer (but only so long as such employment does not violate the
non-competition covenants of Mr. Valkanoff set forth in the Employment
Agreement).
If Mr. Valkanoff's employment is terminated by the Company upon the
occurrence of a disability of Mr. Valkanoff, then the Company will pay him a
single lump sum equal to his monthly base salary for three months. If Mr.
Valkanoff terminates his employment under certain circumstances following a
change in control of the Company, then the Company will pay Mr. Valkanoff a
severance payment equal
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to his monthly base salary for a period of the earlier of (i) twelve months
following his last day of employment with the Company or (ii) his first day of
employment by a new employer (but only so long as such employment does not
violate the non-competition covenants of Mr. Valkanoff set forth in the
Employment Agreement).
If the Company determines not to renew the Employment Agreement, it
will pay Mr. Valkanoff a severance payment equal to his monthly base salary for
a period of the earlier of (i) twelve months following his last day of
employment with the Company or (ii) his first day of employment by a new
employer (but only so long as such employment does not violate the
non-competition covenants of Mr. Valkanoff set forth in the Employment
Agreement). If Mr. Valkanoff determines not to renew the Employment Agreement,
then the Company will pay him a severance payment in a single lump sum equal to
his monthly base salary for three months.
The severance payments described above which are payable over a twelve
month period may be reduced or eliminated entirely under certain circumstances.
Upon any termination of Mr. Valkanoff's employment (other than
following a change in control of the Company), all outstanding awards of cash
bonuses, stock options, restricted stock and other incentive compensation
(whether cash or equity based) shall vest and be paid or distributed to, or be
exercisable by, as the case may be, Mr. Valkanoff or, if applicable, his estate
or authorized representative, in accordance with (i) the incentive compensation
plan applicable to the such award (an "Incentive Plan"), (ii) the applicable
written agreement between the Company and Mr. Valkanoff relating to an incentive
compensation award (an "Award Agreement"), or (iii) in the absence of an
Incentive Plan or an Award Agreement relating to a particular award, as
determined by the Board of Directors (or a committee thereof) or the Chairman of
the Company. If Mr. Valkanoff terminates his employment under certain
circumstances following a change in control of the Company, all outstanding
awards of cash bonuses, stock options, restricted stock and other incentive
compensation (whether cash or equity based) shall vest and be paid or
distributed to, or be exercisable by, as the case may be, Mr. Valkanoff
simultaneously with the change in control unless expressly provided otherwise in
(i) the applicable Incentive Plan, or (ii) the applicable Award Agreement.
Under certain circumstances following a termination of Mr. Valkanoff's
employment, the Company is required to reimburse Mr. Valkanoff for the premiums
associated with continued coverage pursuant to COBRA for himself and/or his
spouse and legal dependents under the Company's group health plan for up to
twelve months following his last day of employment.
While Mr. Valkanoff is employed by the Company and for a period of one
year thereafter, the Employment Agreement prohibits Mr. Valkanoff, except under
certain circumstances described in Sections 7(b) and 8(b) of the Employment
Agreement, from competing against the Company or its subsidiaries or affiliates,
from soliciting any customers or employees of the Company or its subsidiaries or
affiliates and from requesting any customer, supplier, vendor or others doing
business with the Company or its subsidiaries or affiliates to change their
relationship with any of them. At all times while Mr. Valkanoff is employed by
the Company and thereafter, he is subject to certain confidentiality covenants.
The foregoing description of the material terms of the Employment
Agreement is only a summary, does not purport to be complete and is qualified in
its entirety by reference to the Employment Agreement, a copy of which is filed
as Exhibit 10.1 to this Form 8-K.
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ITEM 8.01. OTHER EVENTS.
On November 17, 2006, the Company issued a press release announcing the
appointment of Dennis C. Valkanoff to the position of Senior Vice President of
the Company. The press release is furnished with this report as Exhibit 99.1.
The information in such press release is not deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be
incorporated by reference into any filing by the Company under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as otherwise
expressly stated in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Employment Agreement dated November 15, 2006 between
Chromcraft Revington, Inc. and Dennis C. Valkanoff (filed
herewith)
99.1 Press Release of Chromcraft Revington, Inc. dated November
17, 2006 announcing the appointment of Dennis Valkanoff as
Senior Vice President (furnished herewith)
* * *
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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.
Date: November 20, 2006
CHROMCRAFT REVINGTON, INC.
By: /s/ Frank T. Kane
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Frank T. Kane
Vice President -- Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Employment Agreement dated November 15, 2006 between Chromcraft
Revington, Inc. and Dennis C. Valkanoff
99.1 Press Release of Chromcraft Revington, Inc. dated November 17,
2006 announcing the appointment of Dennis Valkanoff as Senior
Vice President
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