- Current report filing (8-K)
July 02 2009 - 5:03PM
Edgar (US Regulatory)
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):
June 30, 2009
CROCS,
INC.
(Exact name of
Registrant as specified in its charter)
Delaware
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0-51754
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20-2164234
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(State or other
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(Commission
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(I.R.S. Employer
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jurisdiction
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File Number)
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Identification
No.)
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of
incorporation)
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6328
Monarch Park Place
Niwot,
Colorado
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80503
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(Address of principal
executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(303) 848-7000
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
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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o
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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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o
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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
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 30,
2009, Mr. Ronald R. Snyder resigned as a member of the Board of Directors
of Crocs, Inc. (the Company). Mr. Snyder
resigned for personal reasons and not because of a disagreement with the
Company on any matter relating to its operations, policies or practices. Mr. Snyder had previously resigned as
President and Chief Executive Officer of the Company effective March 16,
2009, and had remained as a Director and an employee of the Company to assist
with the transition to the Companys new Chief Executive Officer.
The Company also
entered into a separation agreement dated June 30, 2009 with Mr. Snyder.
The separation agreement provides Mr. Snyder the right to unilaterally
revoke the separation agreement during a period of seven days after the
execution of such agreement. Accordingly, the separation agreement will not
become effective until the expiration of said seven day revocation period.
The separation
agreement provides, effective upon the expiration of the seven day revocation
period:
1.
Accelerated vesting of certain options to purchase
Company common stock, as specified in the agreement. Stock options subject to acceleration may be
exercised by Snyder until the original expiration date of such options.
2.
Accelerated vesting of restricted stock awards.
3.
Accelerated vesting of all unvested deferred bonus
amounts, totaling $0.9 million, under the Companys Amended and Restated 2007
Senior Executive Deferred Compensation Plan (the 2007 Plan). Payments under the 2007 Plan shall be made at
the time and in the form provided for in Mr. Snyders deferral agreement
under the 2007 Plan.
4.
Cancellation, pursuant to their terms, of 282,293
options to purchase Company common stock with exercise prices greater than
$10.50.
Additionally,
under the terms of the separation agreement, until December 31, 2010, Mr. Snyder
is restricted from participating in certain competitive businesses and from
soliciting employees and customers of the Company, either directly or
indirectly. The separation agreement
also requires that Mr. Snyder forever keep confidential all Confidential
Information, as defined in the separation agreement, and prohibits Mr. Snyder
from disparaging the Company. Mr. Snyder
also agreed to release the Company from all claims he may have against it.
This summary of
the separation agreement is qualified by reference to the full text of the
agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
2
10.1 Separation agreement between Ronald R. Snyder and Crocs, Inc.
dated June 30, 2009.
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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CROCS, INC.
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Date:
July 2, 2009
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By:
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/s/ Russell C. Hammer
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Russell C.
Hammer,
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Chief
Financial Officer, Senior Vice President - Finance and Treasurer
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3
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