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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 16, 2008
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-5767 54-0493875
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 486-4000
Not Applicable
(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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On January 16, 2008, Circuit City Stores, Inc. (the "Company") and
George D. Clark, Jr., executive vice president, multi-channel sales, terminated
their employment relationship, effective as of February 29, 2008.
(c) On January 16, 2008, the Company appointed John T. Harlow as
Executive Vice President and Chief Operating Officer, effective as of January
21, 2008.
Prior to his employment with the Company, Mr. Harlow, 49, was a consultant
with Deloitte Consulting LLP, which included work with the Company, since
February 2007, and he had been a consultant in private practice from March 2006
to February 2007. From December 2003 to March 2006, he was senior vice president
- operations for the A&P U.S. division of The Great Atlantic & Pacific Tea
Company, Inc., a retail supermarket company. From June 2001 to December 2003, he
was corporate vice-president - administration for Toys "R" Us, Inc., a retailer
of toys and baby products. Additional information with respect to Mr. Harlow is
included in a press release dated January 16, 2008, a copy of which is attached
to this Report as Exhibit 99.1.
The terms of Mr. Harlow's employment are set forth in an offer letter from
the Company to Mr. Harlow dated January 3, 2008 (the "Offer Letter") and an
employment agreement between the Company and Mr. Harlow, effective as of January
21, 2008 (the "Employment Agreement"). The following is a summary of Mr.
Harlow's compensation, as provided in the Offer Letter and Employment Agreement:
o Initial base salary of $600,000 per year.
o A one-time "sign-on" bonus of up to $150,000.
o Eligibility to participate in the Company's short-term incentive
program with a target bonus of 80 percent of his annual base salary.
Mr. Harlow will receive a one-time minimum guaranteed bonus in the
amount of $240,000 paid at the conclusion of fiscal year 2009 if he
is employed with the Company on the check distribution date.
o A car allowance of $858 per month.
o Participation in the Company's Officer Evaluation Program up to a
level valued at $4,000.
o A financial planning allowance of $6,000 per year.
o Eligibility to participate in all relevant long-term incentive plans
offered by the Company, including:
o An initial non-qualified stock option grant of 200,000
shares, vesting one-third on each of the first, second and
third anniversaries of the grant date.
o A restricted stock grant of 60,000 shares, vesting
one-quarter on each of the second and third anniversaries of
the grant date and one-half on the fourth anniversary of the
grant date.
o Assistance and reimbursement for certain reasonable expenses
associated with Mr. Harlow's relocation, including a $25,000
relocation miscellaneous expense allowance.
o Eligibility to participate in the Company's comprehensive benefit
program in accordance with the Company's policies.
The Employment Agreement is the form of agreement that the Company has with
each of its other executive officers, the terms of which are disclosed in the
Company's proxy statement for the 2008 annual meeting of shareholders, as filed
with the Securities and Exchange Commission on April 30, 2007. Similar to that
agreement, the Employment Agreement contains provisions confirming Mr. Harlow's
obligation to maintain confidentiality of the Company's information and not to
compete with the Company for a period of one year following the termination of
his employment. In addition, the Employment Agreement addresses the procedure
and severance benefits for various termination scenarios.
Copies of the Offer Letter and the Employment Agreement are attached as
Exhibits 10.1 and 10.2 to this Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Offer letter from the Company to John T.
Harlow dated January 3, 2008
10.2 Employment Agreement by and between the
Company and John T. Harlow, effective as of
January 21, 2008
99.1 Press release issued by the Company on
January 16, 2008
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.
(Registrant)
Date: January 22, 2008 By: /s/Reginald D. Hedgebeth
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Reginald D. Hedgebeth
Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
10.1 Offer letter from the Company to John T. Harlow dated January
3, 2008
10.2 Employment Agreement by and between the Company and John T.
Harlow, effective as of January 21, 2008
99.1 Press release issued by the Company on January 16, 2008