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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): April 1,
2008
Dorman
Products, Inc.
(Exact
name of Registrant as Specified in Charter)
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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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3400 East Walnut Street,
Comar, Pennsylvania 18915
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (215)
997-1800
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:
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))
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officer;
Compensatory Arrangements of Certain Officers.
On April
1, 2008, Dorman Products, Inc. (the terms “we”, “our”, “us”, and the “Company”
refer to Dorman Products, Inc.) entered into individual employment agreements
with each of Richard N. Berman, Chairman of the Board and CEO, and Steven L.
Berman, President and COO. The agreements have an initial term of
three years expiring March 31, 2011. On each anniversary of the
effective date, the term of each agreement will automatically extend for an
additional one year unless further extended or earlier terminated as provided in
each agreement. Each of the employment agreements provides for: (i) a
base salary of approximately $514,370 per year during the term of the agreements
(which salary may be increased but not decreased from time to time as determined
by the Compensation Committee of the Company) and (ii) eligibility for an annual
bonus and other benefits provided under the Company’s Executive Bonus Plan or
other plans maintained by the Company, in such amounts as determined by the
Compensation Committee, in its sole discretion. Each of the
employment agreements provide that each of Steven and Richard Berman are
entitled to participate in other employment benefits plans or arrangements
generally available to executive officers of the Company, four weeks paid
vacation per year and the use of an automobile and related expenses provided for
by the Company. On April 1, 2008, Richard N. Berman and Steven L.
Berman each had an annual base salary of $514,370.
Under the
terms of the agreements, Richard Berman and Steven Berman will each receive his
then current salary, an annual payment in lieu of bonuses equal to $150,000, and
medical, dental, vision, and hospitalization insurance benefits through the
remaining term following termination without “Cause”, for “Good Reason”,
termination resulting from death or disability, or termination for any reason
within twelve (12) months following a “Change-in-Control”.
In the
event of termination for “Cause” or without “Good Reason,” each of Richard and
Steven Berman shall be entitled to receive any earned or unpaid salary through
the date of termination, reimbursement of properly incurred business expenses,
payment for accrued and unused vacation days and payment for any vested accrued
benefits or other payments due under the agreements.
“Cause” means the occurrence of
any one of the following as determined by our Board of Directors: (i) the
willful and continued failure by the Executive to attempt in good faith
substantially to perform his obligations under this Agreement (other than any
such failure resulting from the Executive’s incapacity due to a Disability);
provided, however, that the Company shall have provided the Executive with
written notice that such actions are occurring and, where practical, the
Executive has been afforded at least thirty (30) days to cure same; (ii) the
indictment of the Executive for, or his conviction of or plea of guilty or nolo
contendere to, a felony or any other crime involving moral turpitude or
dishonesty; or (iii) the Executive’s willfully engaging in misconduct in the
performance of his duties for the Company or other than in the performance of
his duties for the Company (including, but not limited to, theft, fraud,
embezzlement, and securities law violations or a violation of the Company’s Code
of Conduct or other written policies) that is materially injurious to the
Company, or, in the good faith determination of the Compensation Committee, is
potentially materially injurious to the Company, monetarily or
otherwise.
“Good
Reason” means the occurrence of any of the following events without the
Executive’s consent: (i) a material diminution of the authorities, duties or
responsibilities of the Executive set forth in the agreement; (ii) the loss of
any of the titles of the Executive with the Company set forth in the agreement ;
(iii) a reduction by the Company in the Executive’s Base Salary; (iv) a material
change in the Executive’s primary place of employment; (v) the failure by the
Compensation Committee to nominate or re-nominate the Executive to serve as,
with respect to Richard Berman, Chairman of the Board or, with respect to Steven
Berman, as a member of the Board or removal of the Executive as, with respect to
Richard Berman, Chairman of the Board or, with respect to Steven Berman, as a
member of the Board (other than as a result of or due to the Executive’s death
or Disability, because of a legal prohibition under applicable law or
regulation, or for “Cause,” as defined above); (vi) the assignment to the
Executive of duties or responsibilities which are materially inconsistent with
any of his duties and responsibilities set forth in the agreement; or (vii) a
change in the reporting structure so that the Executive reports to someone other
than as specified in the agreement; provided, however, that, within
ninety (90) days of any such event having occurred, the Executive shall have
provided the Company with written notice that such events have occurred and
afforded the Company thirty (30) days to cure same.
“Change
of Control” means the occurrence of any one of the following events (i) any
person or other entity (other than any of the Company’s subsidiaries or any
employee benefit plan sponsored by the Company or any of its subsidiaries)
including any person as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), becomes the beneficial
owner, as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of more than fifty percent (50%) of the total combined voting power
of all classes of capital stock of the Company normally entitled to vote for the
election of directors of the Company (the “Voting Stock”); (ii) the Board and/or
the shareholders of the Company approve the sale of all or substantially all of
the property or assets of the Company and such sale occurs; (iii) the Board
and/or the shareholders of the Company approve a consolidation or merger of the
Company with another entity (other than with any of the Company’s subsidiaries),
the consummation of which would result in the shareholders of the Company
immediately before the occurrence of the consolidation or merger owning, in the
aggregate, less than 50% of the Voting Stock of the surviving entity, and such
consolidation or merger occurs; or (iv) a change in the board of directors of
the Company occurs with the result that the members of the board on the
effective date of this Agreement (the “Incumbent Directors”) no longer
constitute a majority of such board of directors, provided that any person
becoming a director (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest or the settlement
thereof, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose election or nomination for election
was supported by more than half of the then Incumbent Directors shall be
considered an Incumbent Director for purposes hereof.
Each of
the agreements also provide for non-solicitation and non-competition provisions
for the term of the agreements and two years thereafter. The
agreements also include standard confidentiality and trade secret provisions
typically included in agreements of this type.
Assuming the termination of employment
of these individuals as of April 1, 2008, Richard N. Berman and Steven L. Berman
would each be entitled to three years of salary continuation equal to $514,370
per year payable in bi-weekly installments, an annual payment in lieu of bonus
of $150,000 for three years, and health benefits continuation approximately
equal to $11,000 per year for three years. Total benefits payable
upon termination of either agreement would equal approximately $2,026,110 for
each executive and would not begin until the date six months after their
respective dates of termination.
Item
9.01 Financial Statements and
Exhibits.
(d) The
following have been filed as exhibits to this Form 8-K:
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10.1
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Employment
Agreement between Dorman Products, Inc. and Richard N. Berman dated April
1, 2008.
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10.2
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Employment
Agreement between Dorman Products, Inc. and Steven L. Berman dated April
1, 2008.
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SIGNATURES
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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DORMAN PRODUCTS,
INC.
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/s/ Mathias J.
Barton |
| Date:
April 1, 2008 |
By: |
Name:
Mathias J. Barton |
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Title: Chief
Financial Officer |
INDEX TO
EXHIBITS
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| Number |
Description |
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Employment
Agreement between Dorman Products, Inc. and Richard N. Berman dated April
1, 2008.
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Employment
Agreement between Dorman Products, Inc. and Steven L. Berman dated April
1, 2008.
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