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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
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Date of Report (Date of earliest event reported): April 22, 2005
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Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50421 06-1672840
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3295 College Street
Beaumont, Texas 77701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (409) 832-1696
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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:
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2005, Conn's, Inc. (the "Company"), subject to stockholder
approval, entered into an amendment to the Executive Employment Agreement, dated
as of November 19, 2003, by and between the Company and Thomas J. Frank, Sr.,
the Company's Chairman of the Board and Chief Executive Officer, to (a) extend
the expiration of the term of Mr. Frank's employment from January 31, 2006 to
January 31, 2008 and (b) ensure that compensation paid under Mr. Frank's
employment agreement following the amendment would continue to not be subject to
the deduction limitation of Section 162(m) of the Internal Revenue Code. The
amendment to Mr. Frank's employment agreement will not become effective unless
stockholder approval is obtained.
On April 22, 2005, the Company also entered into amendments extending
expiration of the term of the employment agreement of William C. Nylin, Jr.,
President and Chief Operating Officer of the Company from January 31, 2006 to
January 31, 2008 and the expiration of the term of the employment agreement of
David R. Atnip, Senior Vice President and Secretary/Treasurer of the Companyfrom
January 31, 2006 to January 31, 2007.
In addition, on April 22, 2005, the Company entered into an executive
employment agreement with David L. Rogers, the Company's Chief Financial
Officer. The Rogers Employment Agreement is in substantially the same form as
the employment agreements that the Company entered into with certain of its
other executive officers. Mr. Rogers' employment agreement provides for a term
that ends on January 31, 2007 (unless earlier terminated) and the term of the
contract may be extended for additional one year periods upon the mutual written
consent of Mr. Rogers and the Company. Under the terms of the Rogers Employment
Agreement, Mr. Rogers is entitled to payment of an annual base salary of
$180,000.00 per year, subject to upward or downward adjustments, with a minimum
annual base salary of $144,000.00 per year. Mr. Rogers is also eligible to
receive an annual cash bonus that is determined by the Compensation Committee
based on Mr. Rogers' attainment of certain performance goals relating to the
Company's annual business plan/budget as established by the Compensation
Committee, to participate in the Company's employee benefit plans and to receive
options to purchase shares of the Company's common stock. In the event that the
Company terminates Mr. Rogers' employment other than for cause or the Company
does not renew the Rogers Employment Agreement when it expires, the Company is
obligated to pay Mr. Rogers severance in an amount equal to one year of his
annual base salary. The Rogers Employment Agreement contains confidentiality and
other customary provisions. This summary of the Rogers Employment Agreement does
not purport to be complete and is subject to and qualified in its entirety by
reference to the text of the Form Executive Employment Agreement, included as
Exhibit 10.1 to this filing. Exhibit 10.1 is incorporated by reference into this
Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Number Exhibit Title
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10.1 Form of Executive Employment Agreement (incorporated by
reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-1/A (File No. 333-109046) as filed with
the Securities and Exchange Commission on October 29, 2003)
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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.
CONN'S, INC.
Date: April 26, 2005 By: /s/ David L. Rogers
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David L. Rogers
Chief Financial Officer