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): October 11, 2005
REX STORES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-09097 31-1095548
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 276-3931
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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 11, 2005, REX Stores Corporation (the "Company"), through its
wholly-owned subsidiary Rex Radio and Television, Inc., entered into an
employment agreement with David L. Bearden, the new President and Chief
Operating Officer of the Company. A brief description of the terms of the
employment agreement is contained in Item 5.02 below and is incorporated herein
by reference.
On October 11, 2005, the Compensation Committee of the Board of Directors
of the Company approved a change in the compensation for directors who are not
officers or employees of the Company providing that an additional $20,000 per
year would be payable to each such director for each year the director waived
his right to the grant of stock options pursuant to the Company's 1999 Omnibus
Stock Incentive Plan. The non-employee directors have waived their right to the
grant of stock options under the Plan for fiscal 2005.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 12, 2005, the Company announced that David L. Bearden was
appointed President and Chief Operating Officer of the Company effective October
11, 2005. A copy of the Company's press release is attached as an exhibit to
this report.
Mr. Bearden, 55, joins the Company from Panasonic Company, a leading
manufacturer of consumer electronics, household appliances and communication
products, where he held several senior management positions over 24 years.
Mr. Bearden served as Group President of Panasonic's Consumer Electronics Sales
Group from 2004 to 2005, President and Chief Operating Officer of Panasonic's
National Sales Group from 2002 to 2004, President/COO Panasonic Company Central
from 1997 to 2002, and Vice President/General Manager of Panasonic's Quasar
Division from 1988 to 1997.
The Company, through its wholly-owned subsidiary Rex Radio and Television,
Inc., entered into an employment agreement with Mr. Bearden dated October 11,
2005. Under the employment agreement, Mr. Bearden will be paid an annual salary
of $200,000, a signing bonus of $65,000, and an annual cash bonus based upon
the earnings before income taxes ("EBT") of the retail business of the
Company starting at $10,000 for each $1 million of EBT up to $5 million and
increasing incrementally to $30,000 for each $1 million of EBT over $20 million.
Mr. Bearden is also entitled to an additional, one-time cash bonus of $1 million
if the retail business of the Company is sold during his employment ("change of
ownership award") or within one calendar year of termination of his employment
without cause (as defined in the agreement). Mr. Bearden is eligible to
participate in all employee benefit plans and will be furnished a Company owned
automobile for use during his employment.
Mr. Bearden's employment agreement is for a term of two years and three
months through January 31, 2008 and is automatically renewed for additional
one-year terms unless earlier terminated by resignation, death, total disability
or termination for cause, or unless terminated by either party upon 90 days
notice prior to the expiration of the employment term or any renewal term.
Termination for "cause" means Mr. Bearden's repeated failure or refusal to
perform his duties under the agreement, violation of any material provision of
the agreement, clear and intentional violation of law involving a felony which
has a materially adverse effect on the Company, or commencing effective February
1, 2006 negative EBT for three consecutive fiscal quarters of the Company. If
Mr. Bearden's employment is terminated by the Company without cause, he is
entitled to the greater of the balance of his annual salary for the remainder of
the contract period or one-year's base salary. Mr. Bearden will forfeit any
rights to any annual cash
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bonus upon termination of his employment for any reason, with the exception of
the change of ownership award as provided above.
The foregoing description is qualified in its entirety by reference to the
employment agreement which is filed as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10(a) Employment Agreement dated October 11, 2005 between Rex Radio
and Television, Inc. and David L. Bearden
99(a) Press release dated October 12, 2005
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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.
REX STORES CORPORATION
Date: October 12, 2005 By: /s/ DOUGLAS L. BRUGGEMAN
------------------------
Name: Douglas L. Bruggeman
Title: Vice President-Finance,
Chief Financial Officer and
Treasurer
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