UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 16, 2005
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Footstar, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11681 22-3439443
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(Commission File Number) (IRS Employer Identification No.)
933 MacArthur Boulevard
Mahwah New Jersey 07430
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(Address of Principal Executive Offices) (Zip Code)
(201) 934-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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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 (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 February 16, 2006, Footstar, Inc. (the "Company") entered into an
Agreement and General Release (the "Agreement") with Stephen R. Wilson. Pursuant
to the Agreement, Mr. Wilson's employment with the Company as its Executive Vice
President and Chief Administrative Officer was terminated as of February 6,
2006.
Subject to the terms of the Agreement, the Company will, in one lump
sum, pay Mr. Wilson (i) $557,500 under the Key Employment Benefit Plan of the
Company and (ii) $1,003,500 representing severance benefits of 78 weeks of wages
and annualized target bonus in effect in May 2004 (collectively, the "Payment").
Mr. Wilson shall have ninety days following the date the Payment is made to
exercise his stock options pursuant to the terms of such options. Mr. Wilson
shall not be eligible for any additional stock option grants and shall forfeit
any stock options not then exercised. Mr. Wilson shall receive as soon as
practicable after February 6, 2006 100% of his deferred vested shares. Mr.
Wilson shall also be permitted to continue to participate in the medical and
dental plans of the Company for a period of eighteen months following the date
of his separation, subject to the availability of coverage as a result of new
employment of Mr. Wilson. Mr. Wilson shall not be permitted to make
contributions to his 401(k) account after February 6, 2006. The Company will
provide outplacement services for Mr. Wilson for a period of eighteen months
from the date of his separation.
In consideration for the Payment and other provisions under the
Agreement, Mr. Wilson released and discharged the Company and its
representatives, agents, predecessors, successors, parent companies,
subsidiaries, affiliates, principals and insurers (and their current and former
officers, directors, employees, agents, shareholders, successors and assigns),
and any and all employee benefit plans (and any fiduciary of such plans)
sponsored by any of them, and all other persons, firms or corporations who might
be claimed to be liable to Mr. Wilson from any and all claims, actions, causes
of action, losses, damages, which Mr. Wilson now has or may later discover or
which may hereafter exist against them, or any of them, in connection with or
arising directly or indirectly out of or in any way related to any and all
matters, transactions, events or other things occurring prior to the effective
date of the Agreement, including those arising out of or in connection with Mr.
Wilson's employment or employment agreement with the Company or arising out of
events, facts or circumstances which either preceded, flowed from or followed
the cessation of Mr. Wilson's employment with the Company, or which occurred
during the course of Mr. Wilson's employment with the Company or incidental
thereto, and including but not limited to any arising under Title VII of the
Civil Rights Act of 1964, as amended; the Age Discrimination In Employment Act
of 1967, as amended; the Civil Rights Act of 1991, as amended; the Employee
Retirement Income Security Act of 1964, as amended; the Family and Medical Leave
Act, as amended; 42 U.S.C. Sections 1981 through 1988; CEPA (N.J.S.A. 34:19-1 et
..seq.); the Occupational Safety and Health Act; the Worker Adjustment and
Retraining Notification Act; the American's with Disabilities Act; the Fair
Credit Reporting Act; the Immigration Reform Control Act; the National Labor
Relations Act; or under any other federal, state or local civil or human rights
law or any other local, state or federal law, ordinance and regulation, or under
any public policy, contract, tort or common law.
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The foregoing description of the Agreement is qualified in its
entirety by reference to the Agreement, which is incorporated herein by
reference and attached hereto as Exhibit 10.1
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Agreement and General Release between the Company and Stephen R.
Wilson dated February 16, 2006
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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.
Date: February 22, 2005
FOOTSTAR, INC.
By: /s/ Maureen Richards
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Maureen Richards
Senior Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Agreement and General Release between the Company and
Stephen R. Wilson dated February 16, 2006
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