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): August 16, 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.
Non-Employee Director Compensation
On August 16, 2005, the Board of Directors of the Company approved changes to
the schedule of Non-Employee Director Compensation, which is filed as Exhibit
10.1 to this report. The changes take effect immediately and provide the option
to receive a stock grant in lieu of retainer, meeting fees or other cash
compensation. Stock grants will be awarded under the Circuit City Stores, Inc.
2000 Non-Employee Directors Stock Incentive Plan and may be deferred under the
Circuit City Stores, Inc. Non-Employee Directors Deferred Compensation Plan.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit
10.1 Schedule of Non-Employee Director Compensation
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/ Reginald D. Hedgebeth
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Reginald D. Hedgebeth
SVP, General Counsel & Secretary
Date: August 19, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Schedule of Non-Employee Director Compensation