Caribou Coffee Company, Inc. - Current report filing (8-K)
August 04 2008 - 5:07PM
Edgar (US Regulatory)
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 1, 2008
CARIBOU COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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000-51535
(Commission File Number)
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41-1731219
(I.R.S. Employer
Identification No.)
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3900 Lakebreeze Avenue, North,
Brooklyn Center, MN
(Address of principal
executive offices)
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55429
(Zip Code)
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Registrants telephone number, including area code:
763-592-2200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Certain Officers
On August 1, 2008, the Board of Directors (the Board) of Caribou Coffee Company, Inc. (the
Company) appointed Michael Tattersfield, age 42, as the President and Chief Executive Officer of
the Company effective immediately. Mr. Tattersfield was most recently with lululemon athletica,
inc. (lulu), a yoga-inspired athletic apparel company, where he served as Chief Operating Officer
and Executive Vice President from 2006 to 2008. Prior to joining lulu, Mr. Tattersfield served as
Vice President Store Operations for Limited Brands, Inc. (Limited Brands), an operator of
specialty stores that sell apparel, personal care, beauty and lingerie products, from 2005 to 2006.
Prior to joining Limited Brands, Mr. Tattersfield was with Yum! Brands, Inc., the worlds largest
restaurant company in terms of system restaurants, serving as President of A&W All American Food
Restaurants from 2003 to 2005, Managing Director and Chief Executive Officer of Puerto Rico and the
Caribbean from 1998 to 2002, Chief Financial Officer and Development Director of Mexico from 1996
to 1998 and Director of Operations of Pizza Hut and KFC for Mexico from 1992 to 1996.
In connection with Mr. Tattersfields appointment, the Company entered into an employment
agreement, dated August 1, 2008, with Mr. Tattersfield (the Employment Agreement) setting forth
the terms of his employment. Pursuant to the terms of the Employment Agreement, Mr. Tattersfields
employment will commence on August 1, 2008 and will continue for a period of four years. Mr.
Tattersfield will receive an annual base salary of at least $425,000, which amount is subject to
adjustment by the Board of Directors of the Company (the Board) from time to time in its
discretion. Mr. Tattersfield will also be eligible for a bonus in an amount of up to 100% of his
then current base salary, as determined by the Board based upon the Companys achievement of
financial and other goals approved by the Board. The bonus will be prorated for 2008. In
addition, Mr. Tattersfield will be eligible for the same perquisites and employee benefit programs
of the Company made available to senior executives as well as such other perquisites and benefits
as may be specified from time to time by the Company.
Mr. Tattersfield will be eligible for grants of equity-based compensation under the Companys
2005 Equity Incentive Plan (the Equity Plan) and any successor plan thereto, as such grants are
determined by the committee administering such plan in its sole discretion. The Company will
reimburse Mr. Tattersfield for all reasonable and proper business travel and out-of-pocket expenses
incurred by him in the performance of his duties and responsibilities to the Company.
The Employment Agreement provides that Mr. Tattersfields employment may be terminated by
either the Company or Mr. Tattersfield at any time. In the event Mr. Tattersfield resigns without
Good Reason (as defined in the Employment Agreement), is terminated by the Company for Good Cause
(as defined in the Employment Agreement) or is terminated by reason of death or disability,
compensation under the Employment Agreement will end, and Mr. Tattersfield will be entitled to
receive all compensation earned and all benefits and reimbursements due under the Employment
Agreement through the effective date of his termination. In the event the Employment Agreement is
terminated by the Company without Good Cause (as defined in the Employment Agreement) or by Mr.
Tattersfield for Good Reason (as defined in the Employment Agreement) and Mr. Tattersfield complies
with his obligations under the Employment Agreement, Mr. Tattersfield will be entitled to: (1) all
compensation earned and all benefits and reimbursements due under the Employment Agreement through
the effective date of his termination; (2) a continuation of salary for a period of eighteen (18)
months from the date of termination (or in the event that Mr. Tattersfield
fails to relocate his principal residence to the Minneapolis, Minnesota metropolitan area prior to
September 30, 2009, the Severance Period will be reduced to twelve (12) months)(the "Severance Period"); (3) a lump sum
payment, within thirty (30) days of termination, equal to the average of Mr. Tattersfields annual
bonuses, if any, paid in the two (2) years preceding his termination; and (4) reimbursement for Mr.
Tattersfields cost to purchase continued coverage under the Companys health insurance plan, if
Mr. Tattersfield exercises his right under applicable law to elect such continued coverage, until
the earlier of the end of the Severance Period and such time as Mr. Tattersfield becomes eligible
for coverage under a subsequent employers group health plan. Mr. Tattersfield must execute a
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release (in the form attached to the Employment Agreement) prior to receiving any such payment.
Notwithstanding the foregoing, the timing of severance payments called for under the Employment
Agreement is subject to adjustment in order to comply with terms of Section 409A of the Internal
Revenue Code of 1986, as amended.
During Mr. Tattersfields employment and for a period of eighteen (18) months thereafter, Mr.
Tattersfield is prohibited from competing with the Company, soliciting its commercial customers or
prospective commercial customers, trying to hire its employees and trying to hire any employee of a
material supplier of the Company.
The foregoing description of the Employment Agreement is qualified in its entirety by
reference to the full text of the Employment Agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference in its entirety.
Further, in connection with Mr. Tattersfields appointment, the Company entered into an stock
option grant and agreement, dated August 1, 2008, with Mr. Tattersfield (the Stock Option
Agreement). Pursuant to the Stock Option Agreement, and under the Equity Plan, the Company has
agreed to grant Mr. Tattersfield, effective on Mr. Tattersfields first date of employment, options
to purchase an aggregate 500,000 shares of common stock with a per share exercise price equal to
the closing price of the Companys common stock on Mr. Tattersfields first date of employment,
vesting 25% each year over a four-year period. The awards will also vest 100% upon a Change in
Control (as defined in the Equity Plan). In the event that Mr. Tattersfields employment is
terminated, Mr. Tattersfield (or his representative or beneficiary, in the case of termination by
reason of death) will retain the options to the extent that he is vested in the options and will be
permitted to exercise unvested options during the 90 day period following such termination of
employment or, in the case of termination by reason of death, his representative or beneficiary
will be permitted to exercise unvested options during the one year period following such death.
The foregoing description of the Stock Option Agreement is qualified in its entirety by
reference to the full text of the Stock Option Agreement attached hereto as Exhibit 10.2 and
incorporated herein by reference in its entirety.
In addition, in connection with Mr. Tattersfields appointment, the Company entered into a
letter agreement, dated August 1, 2008, with Mr. Tattersfield (the Letter Agreement), pursuant to
which Mr. Tattersfield has committed to purchase, in the open market, at least $100,000 of the
Companys common stock during the first trading window that opens on or after the date his
employment commences with the Company (the Open Market Purchase). Pursuant to the Letter
Agreement, as soon as practicable after the Open Market Purchase, the Company will grant Mr.
Tattersfield shares of the Companys restricted stock under the Equity Plan in an amount equal to
the number of shares of Companys common stock purchased by Mr. Tattersfield in the Open Market
Purchase, up to a maximum of 150,000 shares of the Companys restricted stock. Such restricted
stock will vest equally over four years; provided, however, that Mr. Tattersfield will certify on
each vesting date that he owns a number of shares of the Companys common stock pursuant to open
market purchases or vested restricted shares that is at least equal to the number of restricted
stock shares granted pursuant to the Letter Agreement. All unvested shares of such restricted
stock will vest immediately upon Mr. Tattersfields death or disability or such time as there are
no representatives of Arcapita Inc. on the Companys Board.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to
the full text of the Letter Agreement attached hereto as Exhibit 10.3 and incorporated herein by
reference in its entirety.
The press release issued by the Company announcing Mr. Tattersfields employment is attached
hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.
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Departure of Directors or Certain Officers
On August 1, 2008, with Mr. Tattersfields appointment, Rosalyn Mallet ceased to serve as the
President and Interim Chief Executive Officer of the Company.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated August 1, 2008, between Caribou Coffee
Company, Inc. and Michael Tattersfield.
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10.2
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Stock Option Grant and Agreement, dated August 1, 2008, between
Caribou Coffee Company, Inc. and Michael Tattersfield.
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10.3
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Letter Agreement, dated August 1, 2008, between Caribou Coffee
Company, Inc. and Michael Tattersfield.
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99.1
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Press release of Caribou Coffee Company, Inc. dated August 4, 2008.
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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.
Date: August 4, 2008
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CARIBOU COFFEE COMPANY, INC.
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By:
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/s/ Dan E. Lee
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Dan E. Lee
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General Counsel, Vice President and Secretary
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