Officemax Inc (Other)
September 19 2007 - 3:25PM
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): September 19, 2007 (September 13, 2007)
OFFICEMAX
INCORPORATED
(Exact name of registrant as
specified in its charter)
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Delaware
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1-5057
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82-0100960
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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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263 Shuman
Blvd.
Naperville, Illinois
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60563
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(630) 438-7800
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(Former name or former address if changed since last report.)
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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))
o
Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Sam Martin was appointed executive vice president and chief operating
officer of OfficeMax Incorporated (the “Company”) effective
September 17, 2007. Mr. Martin, 51, was most recently the Senior Vice
President of Operations for Wild Oats Markets, Inc., a retailer of natural and
organic foods, from January 2006 through September 2007. Prior to
that, Mr. Martin was the Senior Vice President of Supply Chain for Shopko
Stores Inc., a multi-department retailer, from April 2005 through
December 2005 and Vice President of Distribution and Transportation from
April 2003 to April 2005. From 1998 until 2003, Mr. Martin was
Regional Vice President, Western Region, and General Manager for Toys R Us, a
retailer of toys and baby products. Prior to that, Mr. Martin served in a
variety of operational roles in his 24-year tenure with Fred Meyer Stores.
Since the beginning of the
Company’s last fiscal year, the Company has sold office products to Wild
Oats Markets, Inc., Mr. Martin’s former employer. These
transactions were entered into in the ordinary course of business and involved
the sale of goods at arms-length negotiated rates.
Mr. Martin will receive the
following items of compensation according to a Letter Agreement with the
Company dated September 12, 2007 (the “Letter Agreement”):
Base Salary
: $620,000 per annum.
2007 Annual Short-Term Incentive
Program (“ASTIP”) Bonus
: Mr. Martin will have an annual
target bonus of 70% of base salary. This bonus is on the same terms as all
other bonuses issued in 2007 under the ASTIP, except that, pursuant to the
terms of the Letter Agreement, Mr. Martin will receive a guaranteed bonus
of at least 70% of his base salary, pro-rated to reflect his start date,
regardless of whether the Company achieves the performance criteria required
before bonuses are paid to all other program participants. The description of
the 2007 Annual Short-Term Incentive Program under the heading “2007
Annual Short-Term Incentive Program and Award Agreement and the form of
2007 Annual Incentive Award Agreement filed as Exhibit 99.1 in the
Company’s Report on Form 8-K filed on February 20, 2007 are
incorporated herein by reference.
2007 Long-Term Incentive Program
(“LTIP”) Award
. On September 17, 2007, Mr. Martin
received an award of 36,540 performance-based restricted stock units under the
LTIP. The number of units was determined based on the closing price of Company
common stock on September 17, 2007. This award is subject to the same
terms as all other awards issued in 2007 under the LTIP. The description of the
2007 Long-Term Incentive Program under the heading “2007 Long-Term
Incentive Program and Restricted Stock Unit Award Agreement and the
form of Restricted Stock Unit Award Agreement filed as Exhibit 99.2 in the
Company’s Report on Form 8-K filed on February 20, 2007 are
incorporated herein by reference.
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Other
. Mr. Martin will be
eligible to receive twelve months of severance under the Company’s
severance policy applicable to executive officers, if he is terminated
involuntarily, and not for disciplinary reasons. Mr. Martin
will be entitled to participate in the Company’s benefit plans and
programs on the same terms as other senior officers of the Company. If
Mr. Martin is not otherwise eligible for medical and dental coverage from
Wild Oats Markets on a non-COBRA basis, he will receive COBRA assistance from
OfficeMax until he becomes eligible for participation in the OfficeMax medical
and dental programs.
In addition, the Letter Agreement
contains provisions regarding additional equity grants, change in control and
restrictions on competition. Agreements governing each of these provisions are
described below. The Letter Agreement is included in this filing as
Exhibit 99.1 and is incorporated herein by reference. This summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the text of the Letter Agreement.
Grant of Restricted Stock Units
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On September 17, 2007,
Mr. Martin received an award of 11,150 restricted stock units (the
“RSUs”). The number of RSUs was determined based on the closing
price of Company common stock on September 17, 2007. This grant is subject
to the terms of a Restricted Stock Unit Award Agreement (the “Award
Agreement”) dated September 17, 2007 between the Company and
Mr. Martin. Pursuant to the terms of the Award Agreement, 33 1/3% of the
RSUs shall vest and be paid in Company common stock on each of the first three
anniversaries of the grant date, subject to possible deferral in the
circumstances described in the Award Agreement. The award is also subject to
the terms of the 2003 OfficeMax Incentive and Performance Plan. If
Mr. Martin terminates employment for any reason prior to the third
anniversary of the grant date, the RSUs which have not vested will be
forfeited. In the event of a change in control, as defined in the Award
Agreement, the vesting of the RSUs may accelerate under certain circumstances
described in the Award Agreement. The RSUs may not be sold, assigned or
encumbered prior to vesting, without the consent of the Company.
Mr. Martin will not receive dividends or have voting rights with respect
to the RSUs.
The Award Agreement is included in this filing as
Exhibit 99.2 and is incorporated herein by reference. This summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the text of the Award Agreement.
Nonstatutory Stock Option Award
Agreement Between the Company and Mr. Martin
On
September 17, 2007, the Company granted Mr. Martin a stock option to
purchase 35,000 shares of Company common stock at a price of $31.39 per share
(the closing price of the Company’s common stock on September 17,
2007). This grant is subject to the terms of a Nonstatutory Stock Option Award
Agreement (the “Stock Option Agreement”) dated September 17, 2007
between the Company and Mr. Martin. On each of the first three
anniversaries of the award date, the option shall become exercisable with
respect to 33 1/3% of the shares subject to the Stock Option Agreement. The
award is also subject to the terms of the 2003 OfficeMax Incentive and
Performance Plan. If Mr. Martin terminates employment for any reason prior
to the third anniversary of the award date, the
portion of the stock option which has not vested will be forfeited. The
stock option must be exercised on or before the earliest of (a) the tenth
anniversary of the award date; (b) one year after Mr. Martin retires
(after attaining
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age 55 and completing 10 years of service with the
Company), dies, or becomes totally and permanently disabled, provided that
Mr. Martin has not, as of the date of the exercise of the stock option,
commenced employment with any competitor of the Company (as defined in the
Stock Option Agreement); and (c) three months after Mr. Martin
terminates employment for any other reason. The option will be cancelled
immediately if Mr. Martin is terminated for disciplinary reasons as defined in
the Stock Option Agreement. In the event of a change in control, as
defined in the Stock Option Agreement, the vesting of the option may accelerate
under certain circumstances described in the Stock Option Agreement.
The Stock Option Agreement is included
in this filing as Exhibit 99.3 and is incorporated herein by
reference. This summary does not purport to be complete and is subject to
and qualified in its entirety by reference to the text of the agreement.
Change in Control Agreement
On September 17, 2007, the Company
entered into a change in control agreement (the “Change in Control
Agreement”) with Mr. Martin that is substantially similar to change
in control agreements available to the Company’s other senior
executives. The form of those agreements was filed as Exhibit 10.32
to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2004 and described in the Company’s Report on
Form 8-K dated March 17, 2005, under the heading “Change in
Control (Severance) Agreements.” The form and description are
incorporated by reference herein.
Nondisclosure and Noncompetition
Agreement
On September 13,
2007, the Company entered into a nondisclosure and noncompetition agreement
(the “Agreement”) with Mr. Martin. This Agreement
requires Mr. Martin to refrain from divulging confidential information of
the Company during the course of his employment, except when such disclosure is
a necessary part of a merchandise sale negotiation with a customer, and after
termination of employment. For a period of 12 months after termination of employment with the Company, the Agreement also subjects Mr. Martin to an
agreement not to be employed in the same or similar capacity, directly or
indirectly, as he was employed by the Company for a competitor (as described in the Agreement) in North
America. During employment and for two years after termination, Employee
agrees not to:
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solicit or attempt to solicit any customer or supplier of the Company for
the purpose of selling or purchasing office products or services. For purposes
of the Agreement, a “customer” of the Company means any person or
business to whom the Company sold office products or services during the last
two years Mr. Martin was employed by the Company and a
“supplier” means any person or business from whom the Company
purchased or obtained office products or services during the last two years
Mr. Martin was employed by the Company.
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solicit or discuss potential employment opportunities with any employee
of the Company;
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offer to hire or hire any person who was employed by the Company at any
time during the 12 months prior to the termination of
Mr. Martin’s employment with the Company; or
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induce or attempt to induce any supplier, or other business relation of
the Company, to cease doing business with the Company or in any way interfere
with the relationship between any such supplier or business relation and
Company (including disparaging the Company).
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The Agreement is included in this
filing as Exhibit 99.4 and is incorporated herein by reference. This
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the text of the Agreement.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit 99.1
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Letter Agreement dated September 12, 2007
between Mr. Martin and the Company
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Exhibit 99.2
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Restricted Stock Unit Award Agreement dated
September 17, 2007 between the Company and Mr. Martin
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Exhibit 99.3
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Nonstatutory Stock Option Award Agreement dated
September 17, 2007 between the Company and Mr. Martin
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Exhibit 99.4
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Nondisclosure and Noncompetition Agreement
dated September 13, 2007 between the Company and Mr. Martin
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5
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.
Dated: September 19, 2007
OFFICEMAX INCORPORATED
By:
/
s/
Matthew R.
Broad
Matthew
R. Broad
Executive Vice President and
General Counsel
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EXHIBIT INDEX
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Number
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Description
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Exhibit 99.1
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Letter Agreement dated September 12, 2007
between Mr. Martin and the Company
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Exhibit 99.2
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Restricted Stock Unit Award Agreement dated
September 17, 2007 between the Company and Mr. Martin
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Exhibit 99.3
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Nonstatutory Stock Option Award Agreement dated
September 17, 2007 between the Company and Mr. Martin
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Exhibit 99.4
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Nondisclosure and Noncompetition Agreement
dated September 13, 2007 between the Company and Mr. Martin
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