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) MARCH 28, 2005
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AMES TRUE TEMPER, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-118086 22-2335400
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Organization) File Number) Identification No.)
465 RAILROAD AVENUE
CAMP HILL, PENNSYLVANIA 17011
(Address of Principal Executive
Offices, including Zip Code)
(717) 737-1500
(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 28, 2005, Ames True Temper, Inc. (the "Company") entered into
a three-year, automatically renewable employment agreement (the "Employment
Agreement") with Geoffrey Brownrigg, effective February 28, 2005. Mr. Brownrigg
replaces George Reed as Vice President, Marketing. Pursuant to the Employment
Agreement, Mr. Brownrigg will receive a base salary of $185,000 and will be
eligible to receive a discretionary bonus. Mr. Brownrigg also will enter into an
employee subscription agreement with CHATT Holdings LLC, an indirect parent of
the Company, to require an equity interest in CHATT Holdings LLC. If the
Company terminates Mr. Brownrigg's employment without Due Cause or if Mr.
Brownrigg terminates his employment for Good Reason, as such terms are defined
in the Employment Agreement, the Company will, subject to certain conditions, be
required to pay Mr. Brownrigg severance in an amount equal to his base salary
and benefits for six months following termination, payable at regular payroll
intervals. The Employment Agreement also requires Mr. Brownrigg to enter into a
Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement,
which is applicable during the term of Mr. Brownrigg's employment and for two
years after the termination of his employment for any reason. A copy of the
Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
Prior to joining the Company, Mr. Brownrigg held various positions of
progressive responsibility with Huffy Corporation, most recently as President &
General Manager of Huffy Service Solutions ("HSS"). Before joining HSS, Mr.
Brownrigg was Vice President, Sales & Marketing for True Temper Hardware ("TTH")
prior to the sale of TTH to US Industries. Prior to joining TTH in 1998, Mr.
Brownrigg was Vice President, Sales & Marketing with The Cambridge Towel
Corporation. Mr. Brownrigg began his career with The Canadian Coleman Company
and subsequently was at Black & Decker Canada where he held positions of
progressive responsibility in sales management roles in the housewares and power
tool groups.
EXHIBIT 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business acquired.
Not applicable.
(b) Pro forma financial information. Not applicable
(c) Exhibits.
Exhibit No. Description
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10.1 Employment Agreement with Geoffrey Brownrigg, signed
March 28, 2005
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.
AMES TRUE TEMPER, INC.
(Registrant)
Date: March 28, 2005 By: /s/ Judy Schuchart
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Judy Schuchart
Vice President, Finance and
Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)
