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): September 22,
2008
___________
CIRCUIT
CITY STORES, INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
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1-5767
(Commission
File Number)
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54-0493875
(I.R.S.
Employer
Identification
No.)
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|
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9950 Mayland
Drive
Richmond, Virginia
(Address
of principal executive offices)
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23233
(Zip
Code)
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Registrant’s
telephone number, including area code: (804) 486-4000
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-2(b) 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))
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Item
2.02
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Results
of Operations and Financial
Condition.
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In a
press release issued on September 22, 2008, Circuit City Stores, Inc. (the
“Company”) announced that it expects to deliver second quarter results that are
slightly better than the previously provided range of a loss from continuing
operations before income taxes of $170 million to $185 million, excluding any
unusual non-cash charges. The Company reiterated that it will report
results for the quarter ended August 31, 2008, on Monday, September 29,
2008.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 22, 2008, the Company and Philip J. Schoonover, chairman of the board,
president and chief executive officer, terminated their employment relationship,
effective immediately. Mr. Schoonover joined the Company in 2004 and
had served as its president since 2005 and as its chairman of the board and
chief executive officer since 2006.
In
connection with the termination of the employment relationship, the Company has
enforced the employment agreement between the parties that was effective as of
October 4, 2004. Mr. Schoonover will receive the payments and
benefits that his agreement provides for “involuntary termination without cause”
or “termination for good reason,” which include an amount of one times each of
his base salary ($900,000) and the target bonus for the current fiscal year
($900,000), health and welfare benefit plan participation for two years, up to
$50,000 in outplacement services and the acceleration of the vesting of his
stock option and restricted stock awards that would have vested prior to October
4, 2009.
Mr.
Schoonover also resigned as a director of the Company as of September 22,
2008. He had served as a director since 2005.
Also
effective September 22, 2008, James A. Marcum, 49, who has served as the
Company’s vice chairman since August 18, 2008, was named as the Company’s acting
president and chief executive officer. Mr. Marcum has also served as
a director of the Company since June 2008. From 2004 to August 2008,
he was Operating Partner and Operating Executive of Tri-Artisan Capital
Partners, LLC, a merchant banking firm. From 2007 to August 2008, Mr. Marcum
also served as Chairman and Chief Strategic Officer of Enabl-u Technologies
Corp., an early stage interactive training and data management solutions
provider. From 2005 to 2006, he was Chief Executive Officer of
Ultimate Electronics, Inc., a consumer electronics retailer specializing in home
and car entertainment. From 2001 to 2003, he served in various
capacities, including Executive Vice President and Chief Financial Officer and
Executive Vice President of Operations, with Hollywood Entertainment
Corporation, a video home entertainment specialty retailer. Mr.
Marcum previously served in executive positions with Lids, Inc., a specialty
retailer of hats, Stage Stores, Inc., a specialty retailer of branded apparel,
and Melville Corporation, a conglomerate of specialty retail chains in the
apparel, footwear, drug, health and beauty aids and furniture and accessories
sectors. He is a director of Iconix Brand Group, Inc.
The terms
of Mr. Marcum’s employment with the Company are set forth in an offer letter
from the Company to Mr. Marcum dated August 8, 2008 and an employment agreement
between the Company and Mr. Marcum, effective as of August 18,
2008. A summary of Mr. Marcum’s compensation, as provided in his
offer letter and his employment agreement, were set forth in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 19, 2008 (the “Marcum Form 8-K”), and are incorporated herein by
reference. There were no amendments or modifications to the terms of
his employment in connection with his service as the Company’s acting president
and chief executive officer.
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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(a) On September 22, 2008, the
Company adopted an amendment to its bylaws (the “Bylaws”). The amendment revised
Section 2.2 of the Bylaws to decrease the size of the Company’s Board of
Directors from 14 to 13 directors.
The full
text of the Bylaws, as amended to date, is attached as Exhibit 3.1 to this
report.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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3.1
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Circuit
City Stores, Inc. Bylaws, as amended September 22,
2008
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