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): February 15, 2006
CELEBRATE EXPRESS, INC.
(Exact name of Registrant as specified in its charter)
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| Washington | | 000-50973 | | 91-1644428 |
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| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
11220 – 120th Avenue NE
Kirkland, Washington 98033
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code:(425) 250-1061
(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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o 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))
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2006, the Company entered into a separation and consulting agreement with Michael K. Jewell, it’s former president and chief executive officer and a current member of its board of directors, which agreement provides for among other things the terms for Mr. Jewell providing consulting services to the Company and an agreement not to compete. The severance agreement with Mr. Jewell is attached as an exhibit to this Form 8-K and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
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| Exhibit | | Description |
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| 10.1 | | Separation and Consulting Agreement with Michael K. Jewell, dated February 15, 2006 |
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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| Dated: February 21, 2006 | | | | CELEBRATE EXPRESS, INC. | | |
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| | | By: | | /s/ Darin L. White | | |
| | | | | | | |
| | | | | Darin L. White | | |
| | | | | Vice President, Finance | | |
