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): December 17, 2005
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation)
001-05767 54-0493875
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(Commission File Number) (I.R.S. Employer
Identification Number)
9950 Mayland Drive, Richmond, Virginia 23233
(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.
In connection with the planned retirement of W. Alan McCollough described under
Item 5.02, Circuit City Stores, Inc. and Mr. McCollough are entering into a
Retirement and Consulting Agreement. Under the terms of the Agreement:
o Mr. McCollough will resign as Chief Executive Officer on February 28, 2006.
o Mr. McCollough will remain as Chairman of the Board of Directors through
the 2006 Annual Meeting of Shareholders.
o Mr. McCollough will retire as an employee on July 2, 2006.
o Mr. McCollough's termination of employment will be treated as a voluntary
termination under his employment agreement. The non-competition agreement
in the employment agreement will be extended for a period equal to that of
the consulting arrangement described below. Otherwise, except as
specifically modified by the Retirement and Consulting Agreement, the
employment agreement will remain in effect.
o Mr. McCollough will provide consulting services to the company for a
one-year period beginning in July 2006. Annual compensation to Mr.
McCollough for the consulting services will be $100,000, and Mr. McCollough
will be obligated to perform up to 200 hours of service to assist in the
transition of management of the company following his retirement and to
perform such other special projects and activities as may be requested by
the board of directors or the chief executive officer and agreed to by Mr.
McCollough. The period during which Mr. McCollough will provide consulting
services may be extended with approval of Mr. McCollough, the chief
executive officer and the board of directors.
o Stock option and restricted stock awards to Mr. McCollough will become
vested and exercisable, or be forfeited, in accordance with the terms
established at the time they were granted.
o Mr. McCollough will be eligible to receive a bonus for the company's 2006
fiscal year to the extent earned under the previously established terms and
conditions. Mr. McCollough will not be eligible for a bonus for the
company's 2007 fiscal year.
o Mr. McCollough will receive additional age and service credit under the
company's benefit restoration plan, which is expected to result in Mr.
McCollough receiving the maximum benefit payable under the plan, an
estimated incremental benefit on a lump-sum payment basis of approximately
$1.83 million.
o The Company's benefit restoration plan is being amended to allow Mr.
McCollough to elect a lump-sum payment.
Item 1.02. Termination of a Material Definitive Agreement.
The employment agreement between Circuit City Stores, Inc. and W. Alan
McCollough will terminate upon his retirement in July 2006.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Circuit City Stores, Inc. announced on December 19, 2005 that W. Alan McCollough
has decided to retire as chief executive officer effective February 28, 2005 and
as chairman of the board of directors at the 2006 Annual Meeting of
Shareholders. Mr. McCollough will not stand for re-election to the board at the
end of his term that expires in June 2006.
At a meeting of the Circuit City board of directors on Saturday, December 17,
2005, following Mr. McCollough's confirmation of his intention to retire, Philip
J. Schoonover was elected unanimously to the board, effective immediately, and
named chief executive officer effective March 1, 2006.
Mr. Schoonover, 45, joined Circuit City in October 2004 as Executive Vice
President and Chief Merchandising Officer and was elected President in February
2005. Before 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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 17, 2005, the Bylaws of Circuit City Stores, Inc. were amended to
increase the number of directors from eleven to twelve. The full text of the
Bylaws, as amended, is attached as Exhibit 3.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1 Circuit City Stores, Inc. Bylaws, as amended December 17, 2005
99.1 Press Release dated December 19, 2005
SIGNATURES
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
Senior Vice President, General Counsel and Secretary
Dated: December 22, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Circuit City Stores, Inc. Bylaws, as amended December 17, 2005
99.1 Press Release dated December 19, 2005