UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 7, 2006
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Footstar, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11681 22-3439443
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(Commission File Number) (IRS Employer Identification No.)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
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(Address of Principal Executive Offices) (Zip Code)
(201) 934-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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):
|_| 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))
EXPLANATORY NOTE
As previously disclosed, on March 2, 2004, Footstar, Inc. (the
"Company") and certain of its subsidiaries (collectively, the "Debtors") filed
voluntary petitions under chapter 11 of title 11, United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Court") (Case No. 04-22350 (ASH)) (the "Chapter 11
Case"). On February 7, 2006 (the "Effective Date"), the Debtors' First Amended
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the
"Plan") became effective under the Bankruptcy Code.
Information regarding the Plan is contained in the Company's Current
Report on Form 8-K filed February 2, 2006, which is incorporated herein by
reference.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Footstar, Inc. 2006 Non-Employee Director Stock Plan
On the Effective Date, the Footstar, Inc. 2006 Non-Employee Director
Stock Plan (the "Director Stock Plan") became effective pursuant to the Plan.
The Director Stock Plan allows for the grant of common stock of the Company (the
"Common Stock"). The total number of shares of Common Stock reserved and
available for delivery under the Director Stock Plan is 458,044 shares;
provided, however, that the number of shares of Common Stock available is
subject to adjustment for recapitalization, merger, and other similar events.
The Director Stock Plan provides for an automatic initial grant of
10,000 shares of restricted Common Stock to each eligible director. Beginning
with the 2007 annual meeting of the Company, the Company shall make additional
grants to each eligible director of 10,000 shares of restricted Common Stock, or
such other amount determined by the Board of Directors of the Company (the
"Board"), subject to the provisions of the Director Stock Plan.
Unless the Board shall determine otherwise at the time of grant, each
award of restricted Common Stock shall vest with respect to 50% of the shares on
the first anniversary of the date of grant, an additional 25% of the shares on
the second anniversary of the date of grant, and with respect to the remaining
25% of the shares on the third anniversary of the date of grant. In the event of
a participant's retirement, all unvested shares of restricted Stock shall become
vested as of the effective date of such retirement. In the event of a change in
control (as specified in the Director Stock Plan), all unvested shares of
restricted Common Stock shall become vested as of the effective date of such
change in control.
Each eligible director who so elects at least one business day prior
to the last day of the first fiscal quarter of the Company for the applicable
year, in the form established by the Board, to receive his or her cash director
fees for such year in shares of Common Stock, shall receive a number of shares
of Common Stock with a fair market value equal to the amount of such cash
director fees. Such shares will be granted to the eligible director on the date
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the first cash payment for such year would have been made. For 2006, such
election must be made on or prior to the first business day after the Effective
Date. All Common Stock granted under this provision shall be fully vested. For
this purpose, "fair market value" for an applicable date shall mean (i) if the
Common Stock is traded on the over-the-counter bulletin board and is not traded
on a national stock exchange or Nasdaq, the average of the high and low price
for Common Stock on the date the Common Stock is granted and (ii) if the Common
Stock is traded on a national stock exchange or Nasdaq, the closing price of the
Common Stock on such national stock exchange or Nasdaq on the date the Common
Stock is granted.
A participant's termination of service as a director of the Company
for any reason other than retirement shall result in the immediate forfeiture of
all shares of restricted Common Stock that have not yet vested as of the date of
such termination of service. To effect such forfeiture, the participant shall
transfer such shares of Common Stock to the Company promptly following such
termination of service in accordance with procedures established by the Board
from time to time and the Company shall reimburse such participant for the
shares of Common Stock in an amount equal to the lesser of (i) the fair market
value of the shares of Common Stock transferred on the date service terminated,
and (ii) the cash price, if any, paid by the participant for such shares of
Common Stock. In addition, the participant shall forfeit all dividends paid on
the shares of restricted Common Stock, which forfeiture shall be effected by
termination of any escrow arrangement under which such dividends are held, or,
if paid directly to the participant by the participant's repayment of dividends
received directly, or by such other method established by the Board from time to
time.
The foregoing description of the Director Stock Plan is qualified in
its entirety by reference to the Director Stock Plan, which is incorporated
herein by reference and attached hereto as Exhibit 10.1.
Compensation of Directors
In addition to the grants eligible directors receive under the
Director Stock Plan, each director of the Company shall receive an annual
retainer of $50,000, which shall be paid quarterly in cash in equal
installments, unless any such director elects to receive Common Stock in lieu of
cash as described above. The Chairman of the Board shall receive an additional
annual retainer of $40,000, which shall be paid semi-annually in cash in equal
installments, and the Chairman of the Company's Audit Committee shall receive an
additional annual retainer of $10,000, which shall be paid semi-annually in cash
in equal installments.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Departure of Principal Officers
As of the Effective Date, Dale W. Hilpert ceased being the Chairman,
Chief Executive Officer and President of the Company.
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Appointment of Principal Officers
As of the Effective Date, Jeffrey A. Shepard became the President and
Chief Executive Officer of the Company. The information contained in Item 1.01
and Item 5.02 in the Company's Current Report on Form 8-K filed on November 3,
2005 is incorporated by reference herein.
Departure of Directors
As of the Effective Date, the following persons have ceased being
directors of the Company: Dale W. Hilpert, Neele E. Stearns, Jr., Robert A.
Davies, III, George S. Day, Stanley P. Goldstein, Bettye Martin Musham and
Kenneth S. Olshan.
Election of Directors
As of the Effective Date, the following persons have become members
of the Board pursuant to and by operation of the Plan: Jonathan M. Couchman, who
is Chairman of the Board, Eugene I. Davis, Adam Finerman, Alan Kelly, Gerald F.
Kelly, Jr., Michael O'Hara, George A. Sywassink and Alan I. Weinstein. Jeffrey
A. Shepard remains a director of the Company
The members of the Company's Audit Committee are Alan Kelly, who is
Chairman of the Audit Committee, Eugene I. Davis and Alan I. Weinstein. The
members of the Company's Corporate Governance Committee are Jonathan M.
Couchman, who is Chairman of the Corporate Governance Committee, Adam W.
Finerman and Gerald F. Kelly. The members of the Company's Compensation
Committee are Michael O'Hara, who is Chairman of the Compensation Committee,
Jonathan M. Couchman and George A. Sywassink.
The description in Item 1.01 above is incorporated by reference
herein.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On the Effective Date, the Company has filed with the Secretary of
State of the State of Delaware its Second Amended and Restated Certificate of
Incorporation and a Certificate of Amendment to its Second Amended and Restated
Certificate of Incorporation and adopted its Amended and Restated Bylaws, each
of which are attached hereto as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3,
respectively, and incorporated herein by reference. The Second Amended and
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Restated Certificate of Incorporation provides, among other things, that
pursuant to Section 1123(a)(6) of the Bankruptcy Code, the Company will not
issue non-voting equity securities (which shall not be deemed to include any
warrants or options to purchase capital stock of the Company); provided,
however, that this provision (i) shall have no further force or effect beyond
that required under Section 1123 of the Bankruptcy Code, (ii) shall have such
force and effect, if any, only for so long as such section is in effect and
applicable to the Company or any of its wholly-owned subsidiaries and (iii) in
all events may be amended or eliminated in accordance with applicable law as
from time to time in effect. The Second Amended and Restated Certificate of
Incorporation also provides for certain transfer restrictions with respect to
the Company's securities and a reduction of the Board by two members in 2007, a
reduction of the Board by one member in 2008 and a reduction of the Board by one
member in 2009.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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3.1 Second Amended and Restated Certificate of Incorporation
3.2 Certificate of Amendment to Second Amended and Restated
Certificate of Incorporation
3.3 Amended and Restated Bylaws
10.1 Footstar, Inc. 2006 Non-Employee Director Stock Plan
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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.
Date: February 7, 2006
FOOTSTAR, INC.
By: /s/ Maureen Richards
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Maureen Richards
Senior Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Second Amended and Restated Certificate of Incorporation
3.2 Certificate of Amendment to Second Amended and Restated
Certificate of Incorporation
3.3 Amended and Restated Bylaws
10.1 Footstar, Inc. 2006 Non-Employee Director Stock Plan
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