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): December 27, 2005
(December 21, 2005)
CONCORD CAMERA CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
0-17038
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(Commission File Number)
4000 Hollywood Boulevard, 6th Floor North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 331-4200
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Each of the following officers of Concord Camera Corp. (the "Company") has
agreed to separate from the Company and its subsidiaries and affiliates, and to
conclude the term of his employment with the Company and its subsidiaries and
affiliates, effective as of March 31, 2006: Keith L. Lampert, an Executive Vice
President and the Chief Operating Officer of the Company; Harlan I. Press, a
Vice President and the Treasurer, Principal Financial Officer and Assistant
Secretary of the Company; and Alan Schutzman, a Senior Vice President and the
General Counsel and Secretary of the Company. In connection therewith, on
December 24, 2005, each of Messrs. Lampert, Press and Schutzman and the Company
entered into a Separation Agreement.
Pursuant to the Separation Agreement between Keith L. Lampert and the Company,
Mr. Lampert is to receive, in addition to the benefits to which he is entitled
under the Company's 401(k) plan and his Supplemental Executive Retirement Plan
("SERP"): (a) a three-month extension of the term of his employment with the
Company, through March 31, 2006; (b) the equivalent of his base salary of
$350,000 per annum plus his auto allowance of $1,500 per month for a period of
twelve (12) months from and after the effective date of his termination other
than for "cause" (as defined in his Terms of Employment) (March 31, 2006 or the
date of any earlier voluntary termination or termination without cause) (the
"Post-Employment Period") in accordance with the severance provisions of his
Terms of Employment, payable in accordance with the Company's normal payroll
practices; (c) his full vacation allotment for calendar year 2006 as though he
was in the employ of the Company throughout calendar year 2006; (d) payment for
his accrued but unused vacation allotment; (e) reimbursement of premiums for the
continuation of his health insurance coverage under COBRA during the
Post-Employment Period; (f) reimbursement of up to $3,900 for life and
disability insurance coverage during the Post-Employment Period; (g) the
acceleration of the vesting date of one of the deferred compensation accounts
(with a balance of $130,690.00 as of November 30, 2005) under his SERP from
August 6, 2006 to the earlier of (i) March 31, 2006 or (ii) the effective date
of any earlier termination without cause or any earlier voluntary termination;
(h) the payment, on or before March 31, 2006, of $4,400 in medical expense
reimbursement claims for which he has not been paid by the Company's insurance
carrier; and (i) reimbursement of up to $2,500 in attorneys' fees incurred by
him in connection with his Separation Agreement.
Pursuant to the Separation Agreement between Mr. Press and the Company, Mr.
Press is to receive, in addition to the benefits to which he is entitled under
the Company's 401(k) plan and his SERP: (a) a three-month extension of the term
of his employment with the Company, through March 31, 2006; (b) the equivalent
of his base salary of $180,000 per annum plus his auto allowance of $500 per
month during the Post-Employment Period in accordance with the severance
provisions of his Terms of Employment, payable in accordance with the Company's
normal payroll practices; (c) his full vacation allotment for calendar year 2006
as though he was in the employ of the Company throughout calendar year 2006; (d)
payment for his accrued but unused vacation allotment; (e) reimbursement of
premiums for the continuation of his health insurance coverage under COBRA
during the Post-Employment Period; (e) reimbursement of premiums for life and
disability insurance coverage substantially similar to the coverage to which he
is now entitled under his Terms of Employment during the Post-Employment Period;
(f) payment of up to $1,200 for the maintenance of his term life insurance
coverage under his Terms of Employment during the Post-Employment Period; and
(g) reimbursement of up to $2,500 in attorneys' fees incurred by him in
connection with his Separation Agreement.
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Pursuant to the Separation Agreement between Mr. Schutzman and the Company, the
ending date of his employment term with the Company was changed from September
14, 2005 to (and including) March 31, 2006 and Mr. Schutzman is to receive, in
addition to the benefits to which he is entitled under the Company's 401(k) plan
and his SERP: (a) the equivalent of his base salary of $275,000 per annum plus
his auto allowance of $1,000 per month for a period of twelve (12) months from
and after the effective date of his termination other than voluntarily or for
"cause" (as defined in his Terms of Employment) (March 31, 2006 or the date of
any termination without cause) (the "Schutzman Post-Employment Period") in
accordance with the severance provisions of his Terms of Employment, payable in
accordance with the Company's normal payroll practices; (b) his full vacation
allotment for calendar year 2006 as though he was in the employ of the Company
throughout calendar year 2006; (c) payment for his accrued but unused vacation
allotment; (d) reimbursement of premiums for the continuation of his health
insurance coverage under COBRA during the Schutzman Post-Employment Period; (e)
reimbursement of premiums for life and disability insurance coverage
substantially similar to the coverage to which he is now entitled under his
Terms of Employment during the Schutzman Post-Employment Period; and (e)
reimbursement of up to $2,500 in attorneys' fees incurred by him in connection
with his Separation Agreement.
Under the terms of their respective Separation Agreements, each of Messrs.
Lampert, Press and Schutzman (a) is prohibited from competing with the Company
for a period of one year following the effective date of his separation from the
Company; (b) agreed to provide to the Company certain cooperation and assistance
(without additional compensation therefor during the one-year period covered by
their severance payments); and (c) agreed to release the Company from any claims
each may have against the Company.
The terms of the Separation Agreement are generally consistent with the
termination provisions of the respective Terms of Employment of Messrs. Lampert,
Press and Schutzman, with the exception of (i) the reimbursement of
post-employment insurance premiums and other insurance coverage costs, (ii) the
vacation allotments for calendar year 2006, (iii) the reimbursement of
attorneys' fees, (iv) the reimbursement of certain post-employment costs of Mr.
Press' term life insurance coverage, and (v) the acceleration of the vesting
date of the balance in one of Mr. Lampert's SERP accounts.
The Company also has extended the Terms of Employment of Urs Stampfli, a Senior
Vice President and the Director of Global Sales and Marketing of the Company,
for a period of one year from January 1, 2006 to January 1, 2007.
ITEM 5.02(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Pursuant to the Separation Agreements described in Item 1.01 above, each of
Messrs. Lampert, Press and Schutzman agreed to resign from their respective
positions with the Company effective March 31, 2006.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Description
No. of Exhibit
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10.1 Extension and Amendment of Terms of Employment of Urs W.
Stampfli with Concord Camera Corp. effective as of January 1,
2006, by and between the Company and Urs W. Stampfli
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 thereunto duly authorized.
CONCORD CAMERA CORP.
Date: December 27, 2005 By: /s/ Helen R. Franco
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Helen R. Franco,
Corporate Counsel
and Assistant Secretary
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