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 10, 2005
DECKERS OUTDOOR CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-22446 95-3015862
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
495A South Fairview Avenue, Goleta, California 93117
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (805) 967-7611
----------------------------
None
--------------------------------------------------------------------------------
(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))
1
Item 5.02. Appointment of Officers.
On August 12, 2005 Deckers Outdoor Corporation (the "Company")
announced that Mr. Carlo Lingiardi will be appointed as President of Teva,
effective August 16, 2005. A copy of the press release announcing Mr. Carlo
Lingiardi's appointment, as President of the Teva Brand, is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Mr. Lingiardi joins Deckers from TECNICA USA, where he most recently
served as Vice President and General Manager of its footwear division. In this
role, Mr. Lingiardi was directly in charge of the hiking and after-ski footwear
categories, coordinating the product and design team efforts in both the United
States and Italy. In addition, he oversaw the entire marketing, advertising and
strategic direction for the hiking and after-ski product lines, and under his
leadership, the division posted double-digit sales gains and significant
increases in profitability. From 2000 to 2003, Mr. Lingiardi served as Vice
President of Sales and Operations for GEOX USA, Inc. In this capacity, he was
instrumental in forming the U.S. division of GEOX, an Italian based footwear
company. His responsibilities included hiring all sales & office personnel,
developing a distribution strategy, and opening the first flagship store.
Previous to that, he held the position of Marketing & Sales Manager - Key
Account Leader at W.L. Gore & Associates.
Mr. Lingiardi was not selected pursuant to any arrangement or
understanding between Mr. Lingiardi or any other person. There are no family
relationships between Mr. Lingiardi and the directors or executive officers of
the Company.
Mr. Lingiardi's Offer of Employment is "at will," and is for a period
beginning no later than September 1, 2005. Mr. Lingiardi's Offer of Employment
provides for a base salary of $185,000 per annum. For fiscal year 2006, pending
approval by the Company's Board of Directors, Mr. Lingiardi will be eligible to
receive a minimum potential bonus of 50% of his base salary, subject to the
achievement of targets for overall performance of the Company, as well as the
achievement of certain management business objectives set by the Company's Chief
Executive Officer. For fiscal 2005, Mr. Lingiardi is eligible to receive a
potential grant of 1,500 restricted stock units, which will vest at 25% per
quarter beginning on March 31, 2009 and the number of units vested will be
dependent upon the Company reaching its budgeted fiscal 2006 earnings per share
goal. Mr. Lingiardi will be eligible to continue participating in the Company's
restricted stock units program. Mr. Lingiardi will also be entitled to
relocation benefits and will be entitled to severance pay under certain
circumstances. The description of Mr. Lingiardi's Offer of Employment set forth
above is qualified in its entirety by reference to the actual terms of his Offer
of Employment Letter, which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Offer of Employment of Carlo Lingiardi, dated
August 10, 2005
99.1 Press release, dated August 12, 2005
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Deckers Outdoor Corporation
Date: August 16, 2005 /s/ M. Scott Ash
M. Scott Ash, Chief Financial Officer
3