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): October 18, 2004
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LIZ CLAIBORNE, INC.
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(Exact name of registrant as specified in its
charter)
Delaware 001-10689 13-2842791
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(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1441 Broadway, New York, New York, 10018
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (212) 354-4900
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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):
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 18, 2004, Liz Claiborne, Inc., a Delaware corporation (the
"Registrant"), entered into an agreement and release of claims (the "Agreement")
in connection with the previously disclosed termination of Frank S. Sowinski's
employment with the Registrant. Under the terms of the Agreement, Mr. Sowinski
will continue to serve as Executive Vice President of the Registrant until
October 31, 2004, on which date Mr. Sowinski's employment will terminate (the
"Separation Date"). In exchange for Mr. Sowinski's unconditional release and
discharge, the Registrant has agreed to pay Mr. Sowinski his current base salary
for the twelve months following the Separation Date (a total gross amount of
$725,000), a bonus of $435,000, payable in March 2005, and a lump sum payment of
$580,000, payable no later than March 31, 2005. The Registrant has also agreed
to allow Mr. Sowinski to continue participating in the Registrant's medical,
dental and vision plans for a period of time and to reimburse Mr. Sowinski for a
portion of his COBRA premium costs under certain circumstances.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
As previously disclosed, on September 29, 2004, it was determined that Frank S.
Sowinski, Executive Vice President will depart the Registrant effective as of
October 31, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
10.1 Separation Agreement & Release of Claims between Frank S. Sowinski and Liz
Claiborne, Inc. dated as of October 18, 2004.
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.
LIZ CLAIBORNE, INC.
Dated: October 22, 2004 By: /s/ Nicholas Rubino
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Name: Nicholas Rubino
Title: Vice President, Deputy General Counsel
and Secretary
EXHIBIT LISTING
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Exhibit No. Description
10.1 Separation Agreement & Release of Claims between Frank S. Sowinski and Liz
Claiborne, Inc. dated as of October 18, 2004.