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 22, 2005
ACTION PERFORMANCE
COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Arizona
|
|
0-21630
|
|
86-0704792 |
|
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 1480 South Hohokam Drive, Tempe, Arizona
|
|
85281 |
| |
| (Address of Principal Executive Office)
|
|
(Zip Code) |
(602) 337-3700
(Registrant’s telephone number, including area code)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement
As previously disclosed, on July 28, 2005 Herbert M. Baum was appointed Executive Chairman of
the Company. On August 2, 2005 the Compensation Committee of the Board of Directors approved the
terms of Mr. Baum’s compensation arrangements and agreed to enter into an Employment Agreement with
Mr. Baum effective August 15, 2005. Mr. Baum and the Company finalized and executed the Employment
Agreement on August 22, 2005, the date on which the Board approved Amended and Restated Bylaws
creating the position of Executive Chairman. Pursuant to the Employment Agreement, Mr. Baum will
receive an annual base salary of $180,000. In addition, Mr. Baum will receive an option to acquire
100,000 shares of Action Performance common stock. The Employment Agreement provides for severance
payments to Mr. Baum in the event he terminates his employment for good reason (as defined in the
Employment Agreement), is terminated by the Company without cause (as defined in the Employment
Agreement) or upon certain termination events following a change of control (as defined in the
Employment Agreement).
The description of the Employment Agreement with Herbert Baum is not complete and is qualified
in its entirety by the full text of such document, which is filed as Exhibit 10.1, and incorporated
by reference herein.
The stock award made to Mr. Baum is being made under an exemption to the shareholder approval
requirements of the NYSE relative to awards granted to newly hired officers or employees.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
As noted above, on August 22, 2005, the Board of Directors amended and restated Action
Performance’s bylaws. The bylaws were amended to create the officer position of Executive Chairman
and to clarify the authority of various officer positions.
A copy of the Bylaws is attached to this Form 8-K as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits
| |
(c) |
|
Exhibits |
| |
| |
3.1 |
|
Amended and Restated Bylaws of Action Performance Companies, Inc. |
| |
| |
10.1 |
|
Employment Agreement between Herbert M. Baum and Action Performance Companies,
Inc. |