Footstar,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
1-11681
(Commission
File Number)
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22-3439443
(IRS
Employer Identification No.)
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|
933
MacArthur Boulevard
Mahwah,
New Jersey
(Address
of Principal Executive Offices)
|
07430
(Zip
Code)
|
Registrant’s telephone number, including area
code: (201) 934-2000
N/A
(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 |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
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. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On
December 31, 2008, as part of the efforts of Footstar, Inc. (the "Company") to
wind down its business, Jeffrey A. Shepard's employment was terminated effective
as of that date. Mr. Shepard also ceased to serve as a member of the
board of directors of the Company (the “Board”) effective as of December 31,
2008.
(c) Also
on December 31, 2008, the Board appointed Jonathan M. Couchman as Chief
Executive Officer and President of the Company, effective as of January 1, 2009,
at which time Mr. Couchman will no longer serve as the Company’s Chief Wind Down
Officer and will have and perform such duties, responsibilities, and authorities
as are specified by the Company and as are customary for a Chief Executive
Officer and President of a publicly held corporation. As previously
disclosed in the Company’s Form 8-K filed on December 9, 2008, the Company
entered into an employment agreement with Mr. Couchman, dated December 9, 2008
(the “Employment Agreement”), which specified, among other things, that Mr.
Couchman may, at the discretion of the Company, be appointed as Chief Executive
Officer and President of the Company as of January 1, 2009. Mr.
Couchman’s compensation, which is governed by the Employment Agreement, was not
affected by his appointment as Chief Executive Officer and President of the
Company. Mr. Couchman continues to serve as Chairman of the
Board.
Mr.
Couchman, age 39, was appointed as Chairman of the Board of the Company on
February 7, 2006 and has held that position since that time. He is
the Managing Member of Couchman Capital LLC, the general partner of Couchman
Investments, L.P., a Delaware limited partnership established in 2001, and the
investment manager of Couchman International Ltd., a British Virgin Islands
corporation established in 2001. Mr. Couchman is also a Director of
Couchman International Ltd. Couchman Capital LLC is also the general
partner of Couchman Partners, L.P., a British Virgin Islands limited partnership
established in 2001. Mr. Couchman presently serves as a director of
Golf Trust of America, Inc.
* * * * *
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.