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) July 23, 2007
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ESCALADE, INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-6966 13-2739290
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(Commission File Number) (IRS Employer Identification No.)
817 Maxwell Avenue, Evansville, Indiana 47711
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(Address of Principal Executive Offices) (Zip Code)
(812) 467-4449
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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 5.02(c) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On July 23, 2007, Escalade's Board of Directors appointed Mr. Robert J. Keller
as President and Chief Executive Officer replacing Mr. Terry Frandsen who has
served as interim Chief Executive Officer since April 2007. Mr. Frandsen will
continue to serve as the Company's Chief Financial Officer, a position he has
held since 2003.
Mr. Keller, age 46, recently served as the President of Disston Tool Company, a
subsidiary of Kennametal, Inc. where he implemented growth strategies that
increased sales and profits of this consumer product company. From 2000 to 2005,
Mr. Keller worked for Russell Corporation in various positions of increasing
responsibility including President of a sports apparel unit with $300 million in
sales to mass market retailers. From 1997 to 2000, Mr. Keller worked for
Coca-Cola Company as a Managing Director responsible for the Wal-Mart account
team which had $900 million in annual sales. From 1993 to 1997, Mr. Keller
co-founded and led Armor All Home Care, later acquired by The Clorox Company. As
Vice President of Sales and Marketing, he successfully managed the strategic
development and launch of new products which significantly increased sales and
market share. Prior to 1993, Mr. Keller served in several sales and operations
management positions.
Mr. Keller has no family relationship with any other executive officer or
director of Escalade. Mr. Keller has not been involved in any related party
transaction with Escalade.
Subject to the at-will provisions of Escalade's Employment Offer Letter dated
July 23, 2007, Mr. Keller will be provided the following:
o Annual base salary of $300,000 for fiscal years 2007 and 2008, subject to
annual review and increases by Escalade's Compensation Committee of its
Board of Directors for 2009 and future years;
o Assuming a start date of August 1, 2007, a cash incentive bonus of
$125,000 for fiscal year 2007, and for fiscal year 2008, participation in
Escalade's Profit Incentive Bonus Plan subject to terms and conditions
established by the Compensation Committee to be eligible to earn a cash
bonus of 100% of base salary;
o Effective as of Mr. Keller's start date, a grant of 25,000 restricted
stock units scheduled to vest on the third anniversary of his start date
subject to certain conditions relating to Escalade's stock performance
over such three year period, and participation in Escalade's 2007
Incentive Plan eligible for discretionary awards as may be made by the
Compensation Committee beginning in fiscal year 2008;
o Relocation benefits up to $110,000, plus tax gross-up;
o Participation in Escalade's health and welfare plans; and
o Severance benefits that vary depending on the reason and timing of
termination of employment.
The foregoing summary of Escalade's Employment Offer to Mr. Keller is qualified
in its entirety by reference to the text of the Offer Letter dated July 23,
2007, a copy of which is attached as Exhibit 99.2 to this report and which is
incorporated herein by reference.
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Item 8.01 - Other Events
Escalade issued the press release attached hereto as Exhibit 99.1 on July 23,
2007 announcing the executive management changes described above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
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99.1 Press release dated July 23, 2007
99.2 Employment Offer letter dated July 23, 2007 between Mr.
Robert Keller and Escalade, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Escalade, Incorporated has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: July 24, 2007 ESCALADE, INCORPORATED
By: /s/ TERRY D. FRANDSEN
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Terry D. Frandsen, Vice President and
Chief Financial Officer
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