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
June 8, 2005
Date of Report (Date of earliest event reported)
iPARTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-25507 76-0547750
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Bridge Street, Suite 301, Dedham, Massachusetts 02026
(Address of principal executive offices) (Zip Code)
(781) 329-3952
(Registrant's telephone number, including area code)
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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):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
iParty's board of directors met on June 8, 2005 after the annual
meeting of stockholders and approved the following recommendations made that
same day at a meeting of its compensation committee regarding iParty's
independent directors, namely Daniel DeWolf, Frank Haydu, Eric Schindler, and
Joseph Vassalluzzo.
The compensation committee recommended, and the board of directors
resolved, that each independent director would be granted an option on June 8,
2005 exercisable for the purchase of 40,000 of iParty's common stock in respect
of his service as a director, plus an additional 20,000 shares for serving on
one committee of iParty's board of directors, and 10,000 additional shares for
service on each additional board committee. The board of directors approved the
compensation committee's recommendation that each such option would vest in full
on December 10, 2005. Accordingly, each of Messrs. DeWolf, Haydu, and Schindler
was granted an option exercisable for 80,000 shares (in respect of their service
as directors and, in each case, their service on the audit, compensation, and
nominating committees). Mr. Vassalluzzo was granted an option exercisable for
70,000 shares (in respect of his service as a director and his service on the
nominating and real estate committees). Each of these stock option grants were
made pursuant to iParty's Amended and Restated 1998 Incentive and Non-qualified
Stock Option Plan, at an exercise price equal to the market price of iParty's
common stock at the close of business on the grant date.
The board of directors also voted to accept the compensation
committee's recommendation that Mr. Haydu be paid a $10,000 cash payment for
serving as chairman of the audit committee. Mr. Haydu recused himself from this
vote.
In addition, the compensation committee recommended to the board of
directors that it accept management's proposal to engage Mr. Vassalluzzo as a
part-time consultant to the company for a one-year period at an annual fee of
$60,000. The board of directors voted in favor of the compensation committee's
recommendation and management's proposal in this regard.
The compensation arrangements regarding iParty's independent directors
are described in Exhibit 10.1 filed with this Current Report on Form 8-K, which
is incorporated herein by reference. A form of stock option agreement in respect
of the options granted to the above-named directors is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated herein by reference. A
written summary of Mr. Vassalluzzo's part-time consulting arrangement with
iParty is filed as Exhibit 10.3 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Compensation Arrangements with Messrs. DeWolf, Haydu, Schindler, and
Vassalluzzo
10.2 Form of Stock Option Agreement granted to Messrs. DeWolf, Haydu,
Schindler, and Vassalluzzo
10.3 Written Summary of One-Year Part-time Consulting Arrangement with Mr.
Vassalluzzo
SIGNATURE
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.
iPARTY CORP.
By: /s/ SAL PERISANO
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Sal Perisano
Chairman of the Board and
Chief Executive Officer
Dated: March 30, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Compensation Arrangements with Messrs. DeWolf, Haydu,
Schindler, and Vassalluzzo
10.2 Form of Stock Option Agreement granted to Messrs. DeWolf,
Haydu, Schindler, and Vassalluzzo
10.3 Written Summary of One-Year Part-time Consulting Arrangement
with Mr. Vassalluzzo