Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 20, 2009
FREDERICK’S OF HOLLYWOOD
GROUP INC.
(Exact
Name of Registrant as Specified in Charter)
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New
York
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1-5893
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13-5651322
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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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1115
Broadway, New York, New York
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10010
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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: (212)
798-4700
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 (see General Instruction
A.2. below):
¨ 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))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April 20, 2009, Melvyn Knigin resigned
for personal reasons from his position as Senior Vice President of
Sales–Wholesale Division of Frederick’s of Hollywood Group Inc. (the “Company”),
effective as of April 3, 2009 (“Effective Date”). In connection with
his resignation, the Company and Mr. Knigin entered into a Separation Agreement
and General Release (“Separation Agreement”), pursuant to which Mr. Knigin will
receive severance pay representing his base salary from the Effective Date
through June 30, 2009 of $95,384.61, which will be paid in accordance with the
Company’s customary payroll procedures. The Company also will pay for
the cost of the premium for continued medical coverage through June 30,
2009. Consistent with the terms of Mr. Knigin’s prior agreements with
the Company, 250,000 stock options with an exercise price of $2.00 per share
will be exercisable for a period of 90 days after the Effective Date and 22,291
shares of restricted stock granted to Mr. Knigin will remain fully
vested.
As of the Effective Date, the Amended
and Restated Employment Agreement, dated as of February 13, 2009, between the
Company and Mr. Knigin (“Employment Agreement”) was terminated in all respects,
except that the Company’s obligations regarding indemnification, and Mr.
Knigin’s obligation to maintain confidentiality of the Company’s information,
survive the termination of the Employment Agreement. In addition, the
Separation Agreement provides that, through December 31, 2009, Mr. Knigin is
prohibited from seeking employment with a competitor of the wholesale division
of the Company (“Competitive Business”), engaging in any Competitive Business
for his own account, employing or causing anyone else to employ any person
employed by the Company as of or within twelve months prior to the Effective
Date, or soliciting, for the benefit of a Competitive Business, any of the
Company’s customers, suppliers, contractors or other persons with whom the
Company has a contractual relationship as of or within twelve months prior to
the Effective Date. The Separation
Agreement is revocable by Mr. Knigin during the seven-day period following his
execution of the Separation Agreement.
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.
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FREDERICK’S
OF HOLLYWOOD GROUP INC. |
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Dated:
April 21, 2009
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By:
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/s/ Thomas
Rende |
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Thomas
Rende |
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Chief
Financial Officer |
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(Principal
Financial and Accounting Officer)
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