- Current report filing (8-K)
October 29 2008 - 5:28PM
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): October 29, 2008
CARIBOU COFFEE COMPANY, INC.
(Exact name of Registrant as Specified in 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
(IRS 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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On October 29, 2008, Daniel J. Hurdle, age 42, joined Caribou Coffee Company, Inc. (the
Company) as the Senior Vice President Supply Chain, Product Management and Real Estate
Development.
Before joining the Company, Mr. Hurdle most recently was the Sr. Vice President of North
American Field Operations for Weight Watchers. From 2006 to 2008 Mr. Hurdle
was Sr. Vice President of Strategy & Business Development for Washington Mutual. Mr. Hurdle also
held various leadership roles with Starbucks Coffee Company where he was Vice President, Existing
Stores Portfolio from 2005 to 2006 and Vice President, Retail Food Business from 2002 to 2005 and
Vice President, Strategy and Chief of Staff to the President North America from 2001 to 2002.
Mr. Hurdles starting annual base salary is $250,000, and he is eligible to earn a target
annual bonus of up to 40% of his base salary.
Upon the start of employment, Mr. Hurdle will receive $90,000 for relocation expenses to be
paid no later than January 9, 2009 and a grant of options to purchase 100,000 shares of the Company
common stock with a per share exercise price equal to the closing price of the Companies common
stock on Mr. Hurdles first day of employment, that will vest in four equal annual installments
beginning on the first anniversary of his employment. Upon a change of control event, all of the
stock option grants that were not otherwise exercisable will be accelerated. The Company has also
agreed to make available to Mr. Hurdle its employee benefit plans, programs and policies, which are
generally available to employees.
Also, Mr. Hurdle has entered into an Employee Non-Disclosure, Non-Compete and Non-Solicitation
Agreement that applies during the term of his employment by the
Company and for a 12-month period.
In addition, in connection with Mr. Hurdles appointment, the Company entered into a letter
agreement, dated October 29, 2008, with Mr. Hurdle (the Letter Agreement), pursuant to which Mr.
Hurdle has committed to purchase, in the open market, at least $25,000 of the Companys common
stock to be made no later than then end of the first trading window of at least ten days occurring
in the calendar year 2009 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. Hurdle shares of the Companys restricted stock in an amount equal to the number of shares of Companys common stock purchased by Mr.
Hurdle in the Open Market Purchase, up to a maximum of 25,000 shares of the Companys restricted
stock. Such restricted stock will vest equally over four years; provided, however, that Mr. Hurdle
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.
The foregoing description of the Offer Letter and Letter Agreement is qualified in its
entirety by reference to the full text of the Offer Letter and Letter Agreement attached hereto as
Exhibits 10.1 and 10.2 and incorporated herein by reference in its entirety.
The press release issued by the Company announcing Mr. Hurdles employment is attached hereto
as Exhibit 99.1 and is incorporated herein by reference in its entirety.
On October 23, 2008, Amy K. ONeil resigned her position with the Company. Since Ms. ONeil
joined the Company in November of 1993 she has held a variety of positions and most recently was
the Senior Vice President of Store Operations. Ms. ONeil will continue with the Company in a
consulting role.
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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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Offer Letter, dated October 17, 2008, between Caribou Coffee Company, Inc. and Daniel J. Hurdle.
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10.2
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Letter Agreement, dated October 29 2008, between Caribou Coffee Company, Inc. and Daniel J. Hurdle.
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99.1
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Press release of Caribou Coffee Company, Inc. dated October 29, 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: October 29, 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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