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): August 16, 2005
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-49850
(Commission File Number)
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95-4388794
(IRS Employer
Identification No.) |
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2525 East El Segundo Boulevard,
El Segundo California
(Address of principal executive offices)
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90245
(Zip Code) |
Registrant’s telephone number, including area code: (310) 536-0611
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 (see General
Instruction A.2):
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 (7 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 16, 2005, Big 5 Corp. (the “Company”), a wholly-owned subsidiary of Big 5 Sporting
Goods Corporation (“Parent”), and Barry D. Emerson entered into an employment offer letter (the
“Offer Letter”). The Offer Letter sets forth the terms of Mr. Emerson’s employment with the
Company, Parent and Big 5 Services Corp., a wholly-owned subsidiary of the Company (“Big 5
Services”, and together with the Company and Parent, the “Big 5 Companies”). Beginning on or
before September 12, 2005, Mr. Emerson will commence employment as Senior Vice President of each of
the Big 5 Companies, and upon the completion of the filings of Parent’s annual report on Form 10-K
for the 2004 fiscal year and quarterly reports on Form 10-Q for the first and second quarters of
fiscal 2005, he will also be appointed Chief Financial Officer and Treasurer of each of the Big 5
Companies. Mr. Emerson will receive a starting annual base salary of $275,000 and a starting
annual bonus of $125,000, to be paid in the first quarter of 2006 and prorated based upon the
period of employment during the 2005 fiscal year. On the first day of his employment, Mr. Emerson
will receive a stock option grant to acquire 50,000 shares of Parent’s common stock, which will
vest 25% per year over four years and will have a term of ten years. In addition, Mr. Emerson will
receive specified perquisites, and be eligible for future stock option grants, comparable to those
provided to other senior vice presidents of the Company.
The Company will enter into a mutually-acceptable severance agreement with Mr. Emerson setting
forth the terms of his “at will” employment. If the Company terminates Mr. Emerson’s employment
other than for “cause” (as defined), Mr. Emerson will receive a severance package which will
include one year’s base salary and one year’s health coverage for Mr. Emerson and his family.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 16, 2005, Barry D. Emerson accepted an offer of employment to serve as Senior Vice
President of the Big 5 Companies commencing on or before September 12, 2005, and upon the
completion of the filing of Parent’s annual report on Form 10-K for the 2004 fiscal year and
quarterly reports on Form 10-Q for the first and second quarters of fiscal 2005, as Senior Vice
President, Chief Financial Officer and Treasurer of the Big 5 Companies. Prior to his employment
with the Big 5 Companies, Mr. Emerson, 47, was employed by U. S. Auto Parts Network, Inc., an
ecommerce distributor of aftermarket auto parts in the United States, where he served as Vice
President, Treasurer and Chief Financial Officer during 2005. Prior to that, Mr. Emerson served as
Vice President, Treasurer and Chief Financial Officer of Elite Information Group, Inc., a software
product and services company, from 1999 through 2004. Mr. Emerson, a Certified Public Accountant
in California, earned an MBA from the Anderson Graduate School of Management at the University of
California, Los Angeles and a B.S. in accounting from California State University, Long Beach.
Except as set forth in the Offer Letter, there are no arrangements or understandings between
Mr. Emerson and any other person(s) pursuant to which he was selected as an officer. In addition,
there are no family relationships between Mr. Emerson and any other director or executive officer
of the Company.
As set forth in Item 1.01, the Company and Mr. Emerson entered into the Offer Letter on August
16, 2005. The terms of the Offer Letter are described in Item 1.01 of this report and are
incorporated into this Item 5.02 by this reference.
Big 5 Sporting Goods Corporation issued a press release on August 22, 2005 regarding its
employment of Mr. Emerson. A copy of the press release is attached hereto as Exhibit 99.1.
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