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): April 3, 2006
Bakers Footwear Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Missouri --------------------------- (State or Other Jurisdiction of Incorporation) | 000-50563 ------------------- (Commission File Number) | 43-0577980 --------------------------- (I.R.S. Employer Identification Number) |
2815 Scott Avenue St. Louis, Missouri ---------------------------------------------------- (Address of Principal Executive Offices) | 63103 ------------------ (Zip Code) |
Registrant’s telephone number, including area code:
(314) 621-0699
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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 (see General Instruction A.2. below):
| 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.
Compensation of Executive Officers
On April 3, 2006, the base salaries of the Company’s executive officers were increased retroactive to March 24, 2006. A summary of the revised base salaries is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On April 3, 2006, the Company issued a press release announcing financial results for the fourth quarter and fiscal year ended January 28, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.
Also on April 3, 2006, certain members of the Company’s management team held a conference call to discuss earnings and operating results for the fourth quarter and year ended January 28, 2006. A copy of the conference call transcript is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
| The information set forth under Item 2.02 is incorporated herein by reference. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index.
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.
| BAKERS FOOTWEAR GROUP, INC.
(Registrant) |
| | |
| | |
Date: April 5, 2006 | By: | /s/ Lawrence L. Spanley, Jr. |
| | Lawrence L. Spanley, Jr.
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
10.1 | Summary of 2006 base salaries for executive officers of the Company. |
| |
10.2 | Employment Agreement dated January 12, 2004 by and between the Company and Peter Edison (incorporated by reference to Exhibit 10.15 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
| |
10.3 | Employment Agreement dated April 1, 2002 by and between the Company and Michele Bergerac (incorporated by reference to Exhibit 10.16 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
| |
10.4 | Employment Agreement dated December 12, 2003 by and between the Company and Joe Vander Pluym (incorporated by reference to Exhibit 10.21 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
| |
10.5 | Employment Agreement dated December 12, 2003 by and between the Company and Mark Ianni (incorporated by reference to Exhibit 10.22 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
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10.6 | Employment Agreement dated December 17, 2003 by and between the Company and Lawrence Spanley, Jr. (incorporated by reference to Exhibit 10.23 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
| |
10.7 | Employment Agreement dated September 16, 2002 by and between the Company and Stanley K. Tusman (incorporated by reference to Exhibit 10.20 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-86332), filed January 20, 2004). |
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99.1 | Press release dated April 3, 2006. |
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99.2 | Transcript of conference call held on April 3, 2006. |
