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): February 14, 2005
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CIRCUIT CITY STORES, INC.
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of
incorporation or organization)
001-05767 54-0493875
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(Commission (I.R.S. Employer
File No.) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
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(Address of principal executive offices) (Zip Code)
(804) 527-4000
(Registrant's telephone number, including area code)
N/A
(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:
|_| 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
See Item 5.02 for a discussion of executive officer promotions approved by the
Circuit City Board of Directors on February 14, 2005. In connection with these
promotions, compensation changes were made under existing Employment Agreements
between Circuit City Stores, Inc. (the "Company") and Philip J. Schoonover and
between the Company and Michael E. Foss.
A summary of compensation information for Mr. Schoonover and Mr. Foss as a
result of their promotions is included in Exhibit 99.2. The compensation changes
are effective as of February 15, 2005.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 14, 2005, the Board of Directors of Circuit City Stores, Inc.
appointed Philip J. Schoonover to the position of President and Michael E. Foss
to the position of Executive Vice President and Chief Financial Officer. W. Alan
McCollough, who previously held the titles of Chairman, President, and Chief
Executive Officer, will continue to serve as Chairman and Chief Executive
Officer. A press release announcing these actions is Exhibit 99.1 to this
report.
Mr. Schoonover, 44, joined Circuit City in October 2004 as Executive Vice
President and Chief Merchandising Officer. Prior to joining Circuit City, he was
executive vice president - customer segments at Best Buy Co., Inc. from April
2004 until September 2004. He joined Best Buy in 1995, and previously served as
executive vice president - new business development from February 2002 until
April 2004 and executive vice president - digital technology solutions from
February 2001 until February 2002. Before that he served for five years as
senior vice president - merchandising. Before joining Best Buy, he was an
executive vice president at TOPS Appliance City.
Mr. Foss, 47, joined Circuit City in June 2003 as Senior Vice President and
Chief Financial Officer.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release Issued February 15, 2005
99.2 Summary of Compensation Information
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
By:/s/ W. Alan McCollough
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W. Alan McCollough
Chairman and Chief Executive Officer
Date: February 17, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release Issued February 15, 2005
99.2 Summary of Compensation Information