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): March 23, 2006
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 1.02. Termination of a Material Definitive Agreement.
Brian E. Levy, President and Chief Executive Officer of InterTAN Canada, Ltd.
advised Circuit City Stores, Inc. on March 23, 2006 of his desire to voluntarily
resign and retire from the company effective immediately. The effective date of
Mr. Levy's separation from employment will be May 7, 2006.
In accordance with the terms of Article 7.3 his Employment Agreement dated March
30, 2004, Mr. Levy will receive his regular base salary through May 7, 2006, but
will not be entitled to receive severance or benefits following that date. Mr.
Levy is entitled to receive payments for liabilities assumed by InterTAN Canada,
Ltd and guaranteed by Circuit City under the InterTAN, Inc. Deferred
Compensation Plan. This deferred compensation will be accelerated and paid in a
one time payment of $2,483,316 no later than May 30, 2006.
Mr. Levy is eligible for an annual bonus for fiscal year 2006 at a target level
of sixty-six percent (66%) of his base salary for fiscal year 2006. He will also
be paid a pro-rata bonus of $67,873.23 USD for fiscal year 2007 covering the
period up to his separation date of May 7, 2006.
Circuit City will accelerate vesting of nonqualified stock options covering
12,500 shares at an option exercise price of $10.67 per share which were awarded
on May 12, 2004 and were originally scheduled to vest on May 12, 2006. These
options, together with other vested stock options held by Mr. Levy as of his
separation date, will be exercisable until August 8, 2006, as provided under the
terms of the applicable stock option plans and related stock option agreements.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As discussed in Item 1.02, Brian E. Levy has resigned and is retiring from his
position as President and Chief Executive Officer of InterTAN Canada, Ltd.,
effective immediately and his separation from employment will be effective May
7, 2006.
Michael E. Foss, Executive Vice President and Chief Financial Officer of Circuit
City, will assume responsibility as interim Chief Executive Officer of InterTAN,
in addition to his current responsibilities while a search is conducted for a
successor.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Employment agreement with Brian E. Levy effective March 30, 2004, filed as
Exhibit 10.1 to the company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 2004 (File No. 1-5767), is expressly incorporated herein by
this reference.
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: March 29, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Employment agreement between the company and Brian E. Levy effective March
30, 2004, filed as Exhibit 10.1 to the company's Quarterly Report on Form
10-Q for the quarter ended May 31, 2004 (File No. 1-5767), is expressly
incorporated herein by this reference.