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
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Date
of Report (Date of earliest event reported)
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January
30, 2009
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American
Apparel, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32697
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20-3200601
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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747
Warehouse Street, Los Angeles, California
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90021-1106
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(213)
488-0226
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 — Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 30, 2009, American Apparel,
Inc. (the “Company”) announced that, effective February 17, 2009, Glenn A.
Weinman will join the Company as Senior Vice President, General Counsel and
Secretary. Joyce Crucillo, who has served as the Company’s general
counsel since the completion of the Company’s merger with Endeavor Acquisition
Corp. in December 2007, will become the Company’s Chief Litigation Counsel,
effective February 17, 2009, and will continue to head the Company’s trial team
in all litigation matters. A copy of the press release announcing the
appointment of Mr. Weinman as Senior Vice President, General Counsel and
Secretary is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Mr.
Weinman, age 53, was a partner at Dongell Lawrence Finney LLP, a
California-based law firm, from 2006 to 2009, where he headed up the firm's
corporate and business transactions practice. From 2005 to 2006, he worked as a
corporate/employment attorney and human resources consultant, providing legal
and human resource services to small and medium size companies in the retail,
services, and manufacturing industries. From 2003 to 2005, he was Vice
President, General Counsel, and Secretary of Inter-Con Security Systems, Inc., a
security services company based in Pasadena, California. Prior thereto, Mr.
Weinman served as Vice President, General Counsel and Secretary for Luminent,
Inc., a Nasdaq-listed fiber optic component manufacturer acquired by MRV
Communications, and as Vice President, General Counsel, and Secretary of Guess?,
Inc., a NYSE-listed international apparel company. At Guess?, Mr. Weinman
managed the legal, human resources, risk management, shareholder relations, and
contractor compliance departments, and was part of the executive team that
managed the successful initial public offering of Guess? in 1996. Mr. Weinman
also has experience as an attorney in private practice with major national law
firms, such as Stroock & Stroock & Lavan. Mr. Weinman obtained his B.A.
from the University of California at Los Angeles in 1978, and his J.D. from the
University of Southern California Law Center in 1981. He also received a
professional designation in human resources management from the University of
California at Los Angeles in 2004. There is no family relationship
between Mr. Weinman and any of the Company’s directors or executive
officers.
In connection with Mr. Weinman’s
appointment as Senior Vice President, General Counsel and Secretary, the Company
and Mr. Weinman entered into an Employment Agreement, pursuant to which Mr.
Weinman will serve as the Company’s General Counsel and Secretary for an initial
two-year term, commencing on February 17, 2009, which term will automatically
extend for successive one-year periods unless terminated by the Company on at
least 90 days written notice prior to the expiration of the then-current
term. The Employment Agreement provides that Mr. Weinman will receive
a minimum base salary of $300,000 per year, subject to increase based on the
annual review of the Compensation Committee, and an opportunity to earn
performance bonuses as may be determined by the Company’s Board of
Directors. The Employment Agreement also provides that Mr. Weinman
will be eligible for stock and stock option grants under the Company’s 2007
Performance Equity Plan, as may determined by the Compensation Committee, and
will participate in the benefit plans that the Company maintains for its
executives and receive certain other standard benefits (including, without
limitation, vacation benefits and reimbursement of travel and business-related
expenses, dues and fees).
If Mr. Weinman is terminated without
“cause” or if he resigns for “good reason” (as these terms are defined in the
Employment Agreement), the Company will pay Mr. Weinman the following: (a) his
base salary accrued through the date of such resignation or termination and
continuing for a period of one year after the date of such resignation or
termination (the “Continuation Period”); (b) any bonus earned but not yet paid
in respect of any calendar year preceding the year in which such termination or
resignation occurs; (c) a bonus for the calendar year in which such termination
or resignation occurs equal to his target annual performance bonus, if any, for
such year and each subsequent calendar year included in whole or in part within
the Continuation Period (prorated in the case of any partial calendar year based
on the number of days included in such Continuation Period); and (d) any
unreimbursed expenses; and all stock and stock option grants awarded to Mr.
Weinman by the Company also will become vested and exercisable. In
addition, in such case, Mr. Weinman will be entitled to receive, until the
earlier of the last day of the Continuation Period and the date Mr. Weinman is
entitled to comparable benefits by a subsequent employer, continued
participation in the Company’s medical, dental and insurance plans and
arrangements.
If Mr. Weinman’s employment terminates
by reason of his death or disability, or if he is terminated for “cause” or if
he resigns without “good reason” (as these terms are defined in the Employment
Agreement), the Company will pay him (a) his base salary accrued through the
date of such resignation or termination, (b) any bonus earned but not yet paid
in respect of any calendar year preceding the year in which such termination of
employment occurs; (c) only in the case of a termination because of his death or
disability, a pro rated amount of his target annual performance bonus for the
calendar year in which such termination of employment occurs; and (d) any
unreimbursed expenses. If Mr. Weinman’s employment terminates by
reason of his death, in lieu of the payment schedule described above, his
beneficiary or estate may elect to receive a single lump sum payment equal to
the present value of all such payments.
The above description of Mr. Weinman’s
Employment Agreement is qualified in its entirety by reference to the full text
of the Employment Agreement which is filed as Exhibit 10.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment
Agreement, dated January 27, 2009, by and between Glenn A. Weinman and American
Apparel, Inc.
99.1 Press
release, dated January 30, 2009, issued by American Apparel, Inc.
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.
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AMERICAN
APPAREL, INC.
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Date:
February 2, 2009
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By:
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/s/ Adrian
Kowalewski
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Name:
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Adrian
Kowalewski
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated January 27, 2009, by and between Glenn A. Weinman and
American Apparel, Inc.
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99.1
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Press
release, dated January 30, 2009, issued by American Apparel,
Inc.
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