UNITED STATES
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): November 3, 2004
(October 27, 2004)
Friedman's Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22356 58-20583
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
171 Crossroads Parkway
Savannah, Georgia 31422
(Address of Principal Executive Offices)
(912) 233-9333
(Registrant's telephone number, including area code)
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.
Friedman's Inc. ("Friedman's" or the "Company") and Richard R.
Hettlinger entered into an Employment Agreement, dated as of October 27, 2004
(the "Employment Agreement"), setting forth the terms of Mr. Hettlinger's
employment as Chief Financial Officer of the Company effective as of November
2, 2004. The Employment Agreement provides that Mr. Hettlinger will receive an
annual base salary of $300,000, and a signing bonus of $100,000. During his
term of employment, Mr. Hettlinger will be entitled to participate in the
Company's incentive bonus plan, comprised of a cash and stock component, having
a target amount of 40% of Mr. Hettlinger's annual base salary and which may be
up to 75% of his annual base salary. Mr. Hettlinger will also be entitled to
participate in the Company's stock option plan, pursuant to which Mr.
Hettlinger will receive options to purchase an aggregate of 100,000 shares of
Class A Common Stock of the Company, with 20,000 shares vesting immediately,
and 20,000 shares vesting annually, on the anniversary of the Employment
Agreement, over the next four years. Mr. Hettlinger will also be eligible to
participate in the retirement, medical, dental and other benefit plans which
the Company makes available to its senior executive officers.
The Employment Agreement is for an initial term of two years
commencing on November 2, 2004, subject to earlier termination by Friedman's
with or without cause. The Employment Agreement may also be terminated by Mr.
Hettlinger voluntarily or for good reason. If the Employment Agreement is
terminated by the Company without cause, or by Mr. Hettlinger for good reason
upon the non-performance by the Company of the Employment Agreement in
accordance with it its terms, Mr. Hettlinger will be entitled to receive as
severance, an amount equal to two times the sum of (x) his current annual
salary and (y) the greater of (i) Mr. Hettinger's most recent annual incentive
bonuses and (ii) the arithmetic mean of Mr. Hettinger's annual incentive
bonuses for the two most recent years. If Mr. Hettlinger voluntarily terminates
his employment or is terminated by the Company for cause, he will not be
entitled to any severance, termination pay or other compensation or benefits.
Mr. Hettlinger's employment may be terminated by the Company within twelve
months of certain events involving a change of control of the Company. In the
event of such termination following a change of control, Mr. Hettlinger will be
entitled to a lump sum payment in the amount of 300% of his last year's base
salary and annual incentive bonus as in effect on the date of termination. Mr.
Hettlinger agrees not to compete with Friedman's during the employment term and
for a period of eighteen months thereafter following its termination.
A copy of the Employment Agreement is being filed as Exhibit 10.1
to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As announced in a press release issued by Friedman's on November
2, 2004, Richard Hettlinger was named Chief Financial Officer of the Company
effective as of November 2, 2004. Mr. Hettlinger is 55 years old and previously
served as Chief Financial Officer of The Walking Company from November 2001 to
March 2004. From July 2000 to March 2001 Mr. Hettlinger was Chief Financial
Officer of Paul Harris Stores, Inc., a womens' apparel retailer, and from
December 1991 to May 1999, Mr. Hettlinger served as President and Chief
Executive Officer of Heartland Industries, a manufacturer and retailer of
backyard storage buildings and playsets.
There are no arrangements or understandings between Mr.
Hettlinger and any other person pursuant to which Mr. Hettlinger was selected
Chief Financial Officer. There are no transactions to which the Company is a
party and in which Mr. Hettlinger had a material interest that are required to
be disclosed under Item 404(a) of Regulation S-K. The text of the press release
is included as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Hettlinger and the Company have entered into an Employment
Agreement as described in Item 1.01 above and incorporated herein by
reference.
Item 8.01. Other Events.
The Company also announced in its press release dated November 2,
2004, that it anticipates a default under certain of the financial covenants
contained in its amended and restated credit facility. The Company stated that
it is currently in discussions with its senior lenders under the credit
facility regarding the amendment of its covenants to eliminate the default. The
text of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
------ -----------
Exhibit 99.1 Press release dated November 2, 2004
Exhibit 10.1 Employment Agreement dated as of October 27, 2004
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FRIEDMAN'S INC.
Date: November 2, 2004 By: /s/ C. Steven Moore
------------------------------
C. Steven Moore
Chief Administrative Officer
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 99.1 Press release dated November 2, 2004
Exhibit 10.1 Employment Agreement dated as of October 27, 2004