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): July 26, 2006
Delta Apparel, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia
(State or Other Jurisdiction
of Incorporation)
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| 1-15583
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58-2508794 |
| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2750 Premiere Parkway, Suite 100, Duluth, Georgia
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30097 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(678) 775-6900
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On July 26, 2006, the Board of Directors of the Company appointed Deborah H. Merrill as Vice
President, Chief Financial Officer and Treasurer of the Company, to serve until her successor is
duly appointed and qualified or until her earlier resignation or removal. Ms. Merrill will be
responsible for the day-to-day fiscal management of the Company, including financial policies and
planning, public reporting and investor relations, tax compliance and strategies, and
Sarbanes-Oxley compliance. She will report to Robert W. Humphreys, the Company’s President and
Chief Executive Officer.
Ms. Merrill (age 33) has served as Vice President, Chief Accounting Officer and Treasurer of
the Company since March 2006. From August 2004 until February 2006, she served as Director of
Corporate Reporting, Planning and Administration of the Company, and from July 2000 to July 2004,
Ms. Merrill served as Director of Accounting and Administration of the Company. From March 1999 to
June 2000, Ms. Merrill served as Director of Accounting and Administration of the Delta Apparel
division of Delta Woodside Industries, Inc. (the predecessor to the Company). From August 1998 to
February 1999, Ms. Merrill served as Accounting Manager of the Delta Apparel division of Delta
Woodside Industries, Inc. Ms. Merrill has served as Assistant Secretary of the Company since
December 1999. Prior to joining Delta Apparel in 1998, she served as the Logistics
Controller for GNB Technologies and as an Auditor for Deloitte & Touche LLP. Ms. Merrill holds a
Bachelor of Science in Accounting and is a Certified Public Accountant.
Ms. Merrill and the Company are parties to an employment agreement dated as of September 30,
2003, as amended (the “Agreement”). The Agreement provides that Ms. Merrill will receive a base
annual salary of at least $180,000.00, will be entitled to participate in the Company’s Short-Term
Incentive Compensation Plan, and will be entitled to receive such perquisites as are provided by
the Company from time to time to executives of the Company in comparable positions and such other
benefits as are customarily available to executives of the Company.
The Agreement provides for 6 months of base salary continuation following the death of the
employee and base salary and benefits continuation for 6 months following termination of employment
because of disability. The Company may terminate Ms. Merrill’s employment with or without cause
upon written notice. The Agreement requires that Ms. Merrill give the Company 60 days’ prior
written notice of her voluntary termination of employment. If the Company terminates Ms. Merrill’s
employment without cause or Ms. Merrill terminates her employment because of a material breach of
the Agreement by the Company, the Company, for a period of 12 months, will continue to pay Ms.
Merrill’s base salary and certain incentive compensation based on the amount received by her for
the most recent fiscal year and continue to provide the life, medical, and disability insurance
provided to her prior to termination or, if different, the life, medical, and disability insurance
provided to other executives during such 12 month period.
If within one year of a Change of Control (as defined in the Agreement), Ms. Merrill
terminates her employment for Good Reason (as defined in the Agreement) or the Company terminates
Ms. Merrill’s employment for any reason other than Cause (as defined in the Agreement), death, or
disability, then the Company must pay to Ms. Merrill (i) an amount equal to her annual base salary
in effect on the termination date, (ii) an amount equal to the cash bonus paid during the fiscal
year preceding termination, (iii) all benefits under the Company’s various welfare and benefit
plans for 12 months after the date of termination, and (iv) outplacement assistance. Such change
of control severance payments are subject in certain circumstances to reduction to avoid
constituting an “excess parachute payment” under Section 280G of the Internal Revenue Code.