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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)
March 28, 2006
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CONN'S, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
000-50421 06-1672840
(Commission File Number) (IRS Employer Identification No.)
3295 College Street
Beaumont, Texas 77701
(Address of Principal Executive
Offices and zip code)
(409) 832-1696
(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 Securities Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the
Securities Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the
Securities Act (17 CFR 240.13e-2(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2006, the Compensation Committee of the Board of Directors
(the "Compensation Committee") of Conn's, Inc. (the "Company") adopted a cash
bonus program for the 2007 fiscal year. The Company's named executive officers,
as well as certain other executive officers and certain employees, are eligible
to participate in the 2007 bonus program. Below is a description of the 2007
bonus program, as adopted by the Compensation Committee.
The purpose of the 2007 bonus program is to promote the interests of the
Company and its stockholders by providing key employees with financial rewards
upon achievement of specified business objectives, as well as help the Company
attract and retain key employees by providing attractive compensation
opportunities linked to performance results.
The Company has established three bonus levels for its 2007 bonus program:
Level 1, Level 2 and Level 3. Each of the levels represent the attainment by the
Company of certain operating pre-tax profit (excluding charges to the Company
for options and other share-based compensation) targets established by the
Compensation Committee (each, a "Profit Goal"). If the Company does not achieve
the Level 1 Profit Goal, no bonus will be paid to any named executive officer,
other executive officer or employee pursuant to the 2007 bonus program. The
bonuses that may become distributable based upon the Company's achievement of
the Level 1 through Level 3 Profit Goals will be distributed by the Chief
Executive Officer with approval from the Compensation Committee.
The Company's Chief Executive Officer will receive a bonus under the 2007
bonus program that varies based upon achievement by the Company of the Level 1
through Level 3 Profit Goals. The Level 1 bonus amount for the Chief Executive
Officer was established based upon the Compensation Committee's independent
evaluation of his relative effect on the Company's performance. The Level 2
bonus is 20% greater than the Level 1 bonus, the Level 3 bonus is 50% greater
than the Level 1 bonus.
The Company's named executive officers (excluding the Chief Executive
Officer), certain other executive officers and certain employees (each a
"Participant" and collectively, the "Participants") will also receive a bonus
under the 2007 bonus program that varies based upon achievement by the Company
of the Level 1 through Level 3 Profit Goals. The Level 1 bonus amount for each
Participant was established based upon the Compensation Committee's independent
evaluation of his or her relative effect on the Company's performance. The Level
2 bonus is generally 41% greater than the Level 1 bonus and the Level 3 bonus is
100% greater than the Level 1 bonus.
In addition, the Company has established a contingency bonus pool under the
2007 bonus program that varies based upon the Company's achievement of the Level
1 through Level 3 Profit Goals and additional funds which may accrue for
exceptional performance beyond the Level 3 Profit Goal. The contingency bonus
pool will be distributed at the discretion of the Chairman and Chief Executive
Officer with approval from the Compensation Committee.
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Payment of bonuses (if any) is normally made in February after the end of
the performance period during which the bonuses were earned. In order to be
eligible for a bonus under the 2007 bonus program, eligible participants must be
employed through the end of fiscal year ending January 31, 2007. Bonuses
normally will be paid in cash in a single lump sum, subject to payroll taxes and
tax withholdings.
Item 2.02 Results of Operations and Financial Condition.
On March 30, 2006, the Company issued a press release announcing earnings
for the fiscal year ended January 31, 2006. A copy of the press release is
furnished herewith as Exhibit 99.1, and is incorporated herein by reference.
Item 5.02 Appointment of Principal Officer.
On May 28, 2006, our Board of Directors took the following actions, to be
effective April 1, 2006:
1. Expanded the number of members of our board of directors to nine, and
appointed Dr. William C. Nylin, Jr., who is 63 years old, to the board as
Executive Vice Chairman of our Board of Directors. Dr. Nylin will continue as
our Chief Operating Officer. Dr. Nylin has served as our President and Chief
Operating Officer since 1995. He was a member of our Board commencing in 1993,
and remained a member until September 2003, when the Company became a publicly
held entity. In addition to performing responsibilities as President and Chief
Operating Officer, he has direct responsibility for credit granting and
collections, information technology, human resources, distribution, service and
training. From 1984 to 1995, Dr. Nylin held several executive management
positions, including Deputy Chancellor and Executive Vice President of Finance
and Operation at Lamar University in Beaumont, Texas. Dr. Nylin obtained his
B.S. degree in mathematics from Lamar University, and holds both a masters and
doctorate degree in computer sciences from Purdue University. He has also
completed a post-graduate program at Harvard University. Dr Nylin continues to
be employed by us under the terms of his current employment agreement with us.
2. Appointed Timothy L. Frank as our President. Mr. Frank, who is 38 years
old, has served as our Senior Vice President - Retail since May 2005. He joined
us in September 1995 and has served in various roles throughout our Company,
including Director of Advertising, Director of Credit, Director of Legal
Collections, Director of Direct Marketing, and as Vice President of Special
Projects. Prior to joining our Company, Mr. Frank served in various marketing
positions with a nationally known marketing consulting company. Mr. Frank holds
a BS in Liberal Arts from Texas A & M University and an MBA in Marketing from
the University of North Texas. Mr. Frank has also completed a post-graduate
program at Harvard University. Mr. Frank is the son of Thomas J. Frank, Sr., our
Chief Executive Officer and Chairman of our Board of Directors. We do not have
an employment agreement with Mr. Frank. Mr. Frank will be eligible for bonuses
under the terms approved by the compensation committee of the board and other
benefits provided to our executive officers.
3. Appointed David W. Trahan as our Senior Vice President - Retail. Mr.
Trahan, who is 45 years old, has served as our Senior Vice President -
Merchandising since October 2001. He joined us in1986 and has served in various
capacities, including sales, store operations and merchandising. He has been
directly responsible for our merchandising and product purchasing functions, as
well as product display and pricing operations, for the last five years. Mr.
Trahan has completed special study programs at Harvard University, Rice
University and Lamar University. We do not have an employment agreement with Mr.
Trahan. Mr. Trahan continues to be eligible for bonuses under the terms approved
by the compensation committee of the board and other benefits provided to our
executive officers.
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On March 30, 2006, the Company issued a press release announcing these changes.
A copy of the press release is furnished herewith as Exhibit 99.2, and is
incorporated herein by reference.
Item 9.01(c) Exhibits.
Exhibit 99.1 Press Release, dated March 30, 2006, January 31, 2006 Earnings
Exhibit 99.2 Press Release, dated March 30, 2006, Appointment of Director and
Principal Officers
All of the information contained in Item 2.02 and Item 9.01(c) in this Form
8-K and the accompanying exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference in any filing under the Securities Act of
1933, as amended.
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.
CONN'S, INC.
Date: March 30, 2006 By: /s/ David L. Rogers
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David L. Rogers
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release, dated March 30, 2006, January 31, 2006
Earnings
99.2 Press Release, dated March 30, 2006, Appointment of
Director and Principal Officers
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