Attached files
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| EX-10.1 - EX.10.1 - EMPLOYMENT AGREEMENT - SIGNET JEWELERS LTD | mm04-1610_8ke101.htm |
| EX-99.1 - EX.99.1 - PRESS RELEASE - SIGNET JEWELERS LTD | mm04-1610_8ke991.htm |
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): April 13, 2010
SIGNET JEWELERS
LIMITED
(Exact name of registrant as
specified in its charter)
Commission File
Number: 1-32349
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Bermuda
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Not
Applicable
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(State or other jurisdiction
of
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(IRS
Employer
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incorporation)
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Identification
No.)
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Clarendon House
2 Church Street
Hamilton
HM11
Bermuda
(Address of principal executive
offices, including zip code)
441 296 5872
(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:
¨ 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 – Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c)
Appointment of Certain Officers
On April
13, 2010, Signet Jewelers Limited (“Signet”) issued a press release announcing
that Signet has appointed Ronald Ristau as Chief Financial Officer (“CFO”) with
effect from June 26, 2010. Mr. Ristau will join Signet on April 15,
2010 as Chief Financial Officer Designate and will be based in Akron,
Ohio. Mr. Ristau will succeed Walker Boyd, who retires on June 25,
2010. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Mr.
Ristau, age 56, spent ten years with New York & Company, Inc. (a specialty
retailer of women’s apparel) and its predecessors, from 1998, most recently as
President, CFO and Director. He was responsible for Accounting,
Financial Planning, Treasury, Information Technology, Real Estate, Technical
Services, General Counsel, Merchandise Planning and Allocation, and Sourcing and
Distribution. He was a leader in the private equity and management
buy-out of New York & Company, Inc. from The Limited, Inc. in 2002 and
played a leading role in its subsequent initial public offering on the New York
Stock Exchange in 2004. Prior to joining New York & Company,
Inc., Mr. Ristau held posts at Revlon, Inc., Playtex International, United
Technologies Corporation and Peat, Marwick Mitchell & Co. Mr.
Ristau is a Certified Public Accountant, and earned his MBA from the Fuqua
School of Business, Duke University and BBA from Roanoke College.
There is
no arrangement or understanding between Mr. Ristau and any other persons
pursuant to which he was appointed as an officer of Signet, and there is no
family relationship between Mr. Ristau and any directors or executive officers
of Signet. Mr. Ristau is not currently engaged, and has not
during the last fiscal year been engaged, in any transactions with Signet or its
subsidiaries that are required to be disclosed under Item 404(a) of
Regulation S-K, nor have any such transactions been proposed.
Mr.
Ristau’s employment as CFO of Signet will be governed by an employment agreement
(the “Employment Agreement”) dated April 12, 2010 between Mr. Ristau and
Sterling Jewelers, Inc. (the “Company”), which is a wholly-owned subsidiary of
Signet. The agreement may be terminated by either
party. Termination will be subject to severance obligations if Mr.
Ristau’s employment is terminated by the Company without cause (as defined in
the Employment Agreement) or if Mr. Ristau terminates his employment due to
constructive termination (as defined in the Employment Agreement and including
certain events occurring within the one-year following a change of control of
the Company or Signet). Upon the events described above, in addition
to any accrued but unpaid benefits or obligations as of the date of termination,
Mr. Ristau will be entitled to (i) continued payment of base salary then in
effect for 12 months (6 months in the case of the executive’s resignation during
a specified period as described in the definition of constructive termination),
(ii) a pro-rata portion of the annual bonus for the fiscal year in which such
termination occurs, and (iii) a pro-rata portion of the long-term bonus for the
performance period in which such termination occurs. The agreement
also includes other customary terms, including with respect to disability and
death.
During
the term of employment, Mr. Ristau will (i) receive a starting base salary equal
to $650,000, subject to annual upward adjustment, (ii) be eligible for an annual
bonus of up to 120% of base salary, in accordance with the annual bonus plan
then in effect for executive officers of Signet, (iii) be eligible for a long
term incentive bonus with a target of 115% of base salary to be comprised of
cash and/or equity-based awards, (iv) receive deferred compensation and welfare
benefits made available generally from time to time to executive officers of the
Company, (v) receive an amount equal to $2,792 per month for automobile
benefits, (vi) be entitled to five weeks paid vacation per year, and (vii)
certain relocation benefits.
During
the term of employment and for specified periods thereafter Mr. Ristau will be
subject to confidentiality, non-solicitation, and non-competition
restrictions.
The
foregoing description is not complete and is qualified in its entirety by the
Employment Agreement, attached as Exhibit 10.1 to this Current Report on Form
8-K, and incorporated herein by reference.
2
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Employment
Agreement, dated April 12, 2010, between Sterling Jewelers, Inc. and
Ronald W. Ristau.
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99.1
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Press
Release of Signet Jewelers Limited, dated April 13,
2010.
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3
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.
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SIGNET
JEWELERS LIMITED
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Date: April
15, 2010
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By:
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/s/ Mark
A. Jenkins
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Name:
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Mark
A. Jenkins
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Title:
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Group
Company Secretary
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4
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Employment
Agreement, dated April 12, 2010, between Sterling Jewelers, Inc. and
Ronald W. Ristau.
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99.1
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Press
Release of Signet Jewelers Limited, dated April 13,
2010.
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5