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): November 29, 2005
(November 22, 2005)
CONCORD CAMERA CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
0-17038
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(Commission File Number)
4000 Hollywood Boulevard, 6th Floor North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 331-4200
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.
SERP AMENDMENTS
On November 28, 2005, Concord Camera Corp. (the "Company") entered into
amendments to the supplemental executive retirement plans and agreements (each,
a "SERP" and collectively, the "SERPs") between the Company and each of
executive officers Ira B. Lampert, Keith L. Lampert, Gerald J. Angeli, Harlan I.
Press, Alan Schutzman and Urs W. Stampfli. The amendments modified each SERP in
response to new Section 409A ("Section 409A") of the Internal Revenue Code of
1986, as amended, that affects non-qualified deferred compensation plans such as
the SERPs.
The amendments addressed two types of deferred compensation governed by the
SERPs: amounts deferred and vested on or before December 31, 2004 that are not
subject to Section 409A ("Grandfathered Amounts") and amounts deferred on or
before December 31, 2004 but not vested on such date that are subject to Section
409A ("409A Amounts"). The amendments addressing Grandfathered Amounts
terminated each SERP as to all Grandfathered Amounts and provided that such
Grandfathered Amounts will be disbursed during calendar year 2005, except that
the SERP between the Company and Ira B. Lampert was amended to permit Mr.
Lampert, on or before November 30, 2005, to make an immediately effective
election to withdraw his Grandfathered Amounts on January 3, 2006. The
amendments addressing 409A Amounts permitted a SERP participant to elect, prior
to December 31, 2005, to terminate his participation in his respective SERP as
to all or a portion of the 409A Amounts, provided that all such vested 409A
Amounts will be disbursed on or before December 31, 2005 or if not earned and
vested on such date, during the calendar year in which such 409A Amounts will be
earned and vested.
The descriptions set forth in this current report of the terms and conditions of
the amendments to the SERPs are qualified in their entirety by reference to the
full text of such amendments, each of which is filed as an exhibit hereto and
incorporated by reference herein.
ADDITIONAL INFORMATION
The information contained in this current report should be read in conjunction
with the information regarding the SERPs and deferred compensation set forth in
Item 11, Executive Compensation of the Company's Annual Report on Form 10-K for
the fiscal year ended July 2, 2005 under the caption, "Executive Employment
Contracts, Termination of Employment and Change in Control Arrangements." The
Form 10-K is available on the Company's website at www.concord-camera.com and
the website of the Securities and Exchange Commission at www.sec.gov.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(c) Appointment of Principal Officer
On November 22, 2005, the Compensation and Stock Option Committee of the
Company's Board of Directors appointed Gerald J. Angeli to the newly created
position of Senior Vice President, Director of Operations.
Mr. Angeli, 53, joined the Company in April 2000 as Vice President, DMS Product
Supply. From March 2001 until his appointment as Senior Vice President, Director
of Operations, he served as the Company's Vice President of Worldwide
Engineering and Technology. In addition, from March to August 2004, Mr. Angeli
served as a Co-Managing Director of Concord Camera HK Limited and became its
sole Managing Director in August 2004. From July 1997 to April 2000, Mr. Angeli
was Vice President, Global Manufacturing and Products Supply for NCR
Corporation's Systemedia Group, where he was responsible for manufacturing,
customer service, distribution and logistics. Prior to that, Mr. Angeli was
employed by Eastman Kodak Company for 20 years in various capacities, most
recently as Manager of Worldwide Manufacturing and Supply Chain and Vice
President, Consumer Imaging.
As of January 1, 2003, the Company and Mr. Angeli entered into an amendment to
Mr. Angeli's initial employment agreement, dated as of April 17, 2000, that
provides for an annual base salary of $200,000 and automatic annual renewals of
Mr. Angeli's employment with the Company unless earlier terminated (i) by the
Company at any time without notice for "cause" (as defined therein) or (ii) for
any reason or no reason by either party with three months' written notice to the
other party. The employment agreement prohibits Mr. Angeli from competing with
the Company for one year following the termination of his employment with the
Company. As consideration for the non-competition covenant set forth in the
agreement, Mr. Angeli is entitled to receive up to twelve months' base salary,
payable in accordance with the Company's normal payroll schedule.
Mr. Angeli's employment agreement, the four amendments thereto and the
confidentiality, non-hire/non-solicitation and non-competition covenants
(revised February 12, 2001) between the Company and Mr. Angeli are attached to
this report as Exhibits 10.11, 10.12, 10.13, 10.14, 10.15 and 10.16,
respectively, and incorporated herein by reference. The descriptions set forth
in this current report of the terms and conditions of Mr. Angeli's employment
with the Company are qualified in their entirety by reference to the full text
of the employment agreement and the amendments.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Description
No. of Exhibit
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10.1 Amendment No. 2 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Ira B. Lampert dated as of November
28, 2005
10.2 Amendment No. 3 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Ira B. Lampert dated as of November
28, 2005
10.3 Amendment No. 1 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Keith L. Lampert dated as of
November 28, 2005
10.4 Amendment No. 2 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Keith L. Lampert dated as of
November 28, 2005
10.5 Amendment No. 2 to Supplemental Executive Retirement Plan and
Agreement for Gerald J. Angeli dated as of November 28, 2005
10.6 Amendment No. 3 to Supplemental Executive Retirement Plan and
Agreement for Gerald J. Angeli dated as of November 28, 2005
10.7 Amendment No. 3 to Supplemental Executive Retirement Plan and
Agreement for Harlan I. Press dated as of November 28, 2005
10.8 Amendment No. 1 to Supplemental Executive Retirement Plan and
Agreement for Alan Schutzman dated as of November 28, 2005
10.9 Amendment No. 4 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Urs W. Stampfli dated as of November
28, 2005
10.10 Amendment No. 5 to Amended and Restated Supplemental Executive
Retirement Plan and Agreement for Urs W. Stampfli dated as of November
28, 2005
10.11 Gerald J. Angeli Terms of Employment with Concord Camera Corp. as of
April 17, 2000
10.12 Amendment to Terms of Employment of Gerald J. Angeli with Concord
Camera Corp. dated as of June 11, 2001
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10.13 Amendment No. 2 to Terms of Employment of Gerald J. Angeli with
Concord Camera Corp. dated as of August 12, 2002
10.14 Amendment No. 3 to Terms of Employment of Gerald J. Angeli with
Concord Camera Corp. dated as of January 1, 2003
10.15 Amendment No. 4 to Terms of Employment of Gerald J. Angeli with
Concord Camera Corp. dated as of March 22, 2004 (without Exhibit A
thereto, "Concord Camera Corp. Executive Management Tax Equalization
Policy" which is incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended June 29, 2002 and without
Exhibit B thereto, "Concord Camera Corp. Code of Conduct," which is
posted on the Company's website, www.concord-camera.com)
10.16 Confidentiality/Intellectual Property Restrictions and Non-Compete
(Rev. February 12, 2001)
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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 thereunto duly authorized.
CONCORD CAMERA CORP.
Date: November 29, 2005 By: /s/ Alan Schutzman
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Alan Schutzman,
Senior Vice President, General
Counsel and Secretary
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