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 18, 2005
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
001-05767 54-0493875
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(Commission (I.R.S. Employer
File No.) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
(804) 527-4000
(Registrant's telephone number, including area code)
N/A
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
Establishment of Performance Goal under Annual Performance-Based Bonus Plan
On April 18, 2005, the Compensation and Personnel Committee of the Board of
Directors of Circuit City Stores, Inc. (the "Company") approved the fiscal year
2006 performance goal under the 2003 Annual Performance-Based Bonus Plan. Each
executive officer is eligible to receive a target bonus at the end of fiscal
year 2006 based upon a percentage of base salary established for his or her
position level and the Company's achievement of the performance goal. For fiscal
year 2006, the Committee established specified earnings per share levels as the
performance goal under the Plan.
Non-Employee Director Compensation for 2005-2006
On April 19, 2005, the Board of Directors of the Company approved the schedule
of Non-Employee Director Compensation filed as Exhibit 10.1 to this report. The
new compensation schedule will take effect on the date of the 2005 Annual
Meeting of Shareholders (currently expected to be June 21, 2005).
Item 1.02. Termination of a Material Definitive Agreement.
See Item 3.03 for a discussion of the Company's announcement that the Company's
shareholder rights plan will terminate effective May 1, 2005 in accordance with
the terms of the Third Amended and Restated Rights Agreement dated as of October
1, 2002, between the company and Wells Fargo Bank Minnesota, N.A., as Rights
Agent.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.03. Material Modifications to Rights of Security Holders.
On April 20, 2005, the Company issued a press release announcing that the
company's board of directors ordered the redemption of all outstanding preferred
share purchase rights under the company's shareholder rights plan. The Company
will pay on May 15, 2005 a redemption price equal to $0.01 (1 cent) per share of
Circuit City Stores, Inc. Common Stock (NYSE: CC) to shareholders of record at
the close of business on May 15, 2005. The preferred share purchase rights will
terminate effective May 1, 2005. The press release is attached as Exhibit 99.1
to this report.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In accordance with Item 5.02(b), the Company hereby reports that on April 18,
2005 E.V. Goings, a director, informed the Nominating and Governance Committee
of the Board of Directors of his intention not to stand for re-election at the
2005 Annual Meeting of Shareholders to allow himself to devote more time to
other business obligations. The Company has engaged Korn/Ferry International to
recruit an independent director to fill the seat held by Mr. Goings on the board
of directors. Mr. Goings will continue to serve as a director until the
expiration of his term at the 2005 Annual Meeting of Shareholders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April 19, 2005, the Board of Directors of the Company approved amendments to
the Bylaws of the Company which (i) move the designated annual meeting date to
the fourth Tuesday in June; (ii) provide that the President of the Company need
not be Chief Executive Officer and make other conforming changes to descriptions
of the duties and powers of officers of the Company; (iii) give the maximum
authority to the Board permitted under Virginia law to create and fill vacancies
on the Board; (iv) require the Secretary to call a special meeting of directors
at the request of two directors, rather than permitting any two directors to set
the time and place for a special meeting; (v) shorten the notice period for
special meetings in order to allow flexibility in the event urgent matters arise
and make it clear that any means of notice permitted under Virginia law will
suffice; (vi) revise the language in the Bylaws relating to director
compensation so that it more closely tracks current practices; (vii) expand the
list of officers authorized to cast the Company's vote in matters relating to
subsidiaries or other entities in which the Company holds shares and (viii) make
other conforming changes. The full text of the Bylaws, as amended and restated
April 19, 2005, is attached as Exhibit 3.1 to this report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit
3.1 Circuit City Stores, Inc. Bylaws, as amended and restated
April 19, 2005
10.1 Schedule of Non-Employee Director Compensation 2005-2006
99.1 Press release issued April 20, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
By: /s/ W. Alan McCollough
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W. Alan McCollough
Chairman and Chief Executive Officer
Date: April 21, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Circuit City Stores, Inc. Bylaws, as amended and restated
April 19, 2005
10.1 Schedule of Non-Employee Director Compensation 2005-2006
99.1 Press release issued April 20, 2005