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) October 4, 2006 (September 28, 2006)
PHOENIX FOOTWEAR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-31309
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15-0327010 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 5840 El Camino Real, Suite 106, Carlsbad, California
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92008 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(760) 602-9688
(Registrant’s Telephone Number, Including Area Code)
5759 Fleet Street, Suite 220, Carlsbad, California 92008
(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))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1. Registration’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On September 28, 2006, Phoenix Footwear Group, Inc. (the “Company”) entered into award
agreements for performance based deferred stock awards under its Amended and Restated 2001
Long-Term Incentive Plan (the “Plan”) with the following executive officers and directors:
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Number of Shares of Common |
| Name and Title |
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Stock Underlying Award |
James R. Riedman, Chairman, President and Chief Executive Officer |
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75,000 |
Kenneth E. Wolf, Chief Financial Officer and Secretary |
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45,000 |
Steven DePerrior, Director |
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5,000 |
Robert Gunst, Director |
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5,000 |
Gregory Harden, Director |
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5,000 |
John Kratzer, Director |
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5,000 |
Fred Port, Director |
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5,000 |
John Robbins, Director |
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5,000 |
The performance-based awards vest upon the achievement, on or before May 31, 2009, of Company
annual net revenue and before tax net income goals measured on a twelve month trailing basis. The
underlying shares are issued following the vesting of award. The Compensation Committee of the
Company’s Board of Directors approved the forms of award agreement for these performance-based
deferred stock awards on August 3, 2006. A copy of the forms of award agreement for executive
officers and directors are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
The Company has sought to realign its equity compensation structure by using performance-based
deferred stock awards. The Company had in the past primarily utilized stock options as equity
compensation under the Plan. Now with performance-based deferred stock awards, the Company will
begin recognizing compensation expense for these awards based on the fair value when vesting
becomes probable. Since the cost is not recognized until the time that the awards cliff vest, no
compensation cost would be recognized on awards for which employees do not render the requisite
service. Additionally, the vesting opportunity would expire if the performance targets are not
achieved by May 31, 2009. This is distinguished from stock option compensation under the Plan
where the cost is recognized over the period during which an employee is required to provide
service in exchange for the stock option grant.
Section 9 Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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Form of Deferred Stock Award Agreement for Executive Officers |
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10.2 |
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Form of Deferred Stock Award Agreement for Non-Employee Directors |
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