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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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JANUARY 6, 2005
Date of Report
JANUARY 1, 2005
Date of Earliest Event Reported
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MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 005-15395 52-2187059
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
11 WEST 42ND STREET 10036
NEW YORK, NY (Zip Code)
(Address of principal executive offices)
(212) 827-8000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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:
|_| 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Compensation Committee of the Board of Directors of Martha Stewart
Living Omnimedia, Inc. (the "Company") has adopted the Martha Stewart
Living Omnimedia, Inc. 2005 Executive Severance Pay Plan (the "Plan")
effective January 1, 2005. The following summary is qualified in its
entirety by reference to the text of the Plan, a copy of which is filed as
an exhibit to this report.
The Plan replaces the Martha Stewart Living Omnimedia, Inc. 2002 Executive
Severance Pay Plan which expired pursuant to its terms on December 31,
2004. The Plan provides participating executives of the Company, as
designated by the Compensation Committee, with severance benefits in the
event of a termination of the executive's employment by the executive for
"good reason" or by the Company without cause. "Good reason" is a defined
term in the Plan and generally includes specified job-related diminutions,
such as reductions in title, duties or compensation, and required
relocation. The Compensation Committee has designated Dora Braschi
Cardinale, Heidi Diamond, Jay Dubiner, James Follo, Margaret Roach, Suzanne
Sobel, Lauren Stanich and Gael Towey as participants in the Plan. Once an
executive has been designated as a participant in the Plan, the executive
will remain a participant until termination of his or her employment under
circumstances that do not give the participant a right to severance
benefits or completion of the delivery of all severance benefits, whichever
is applicable.
Severance benefits under the Plan generally consist of the following:
o payment of a pro-rata target bonus (based on the elapsed portion
of the year of termination) in a lump sum;
o continued payment of base salary until the first anniversary of
the executive's termination of employment;
o a one-time bonus payment equal to 100% of the executive's target
annual bonus payable as salary continuation over the one-year
period following the termination of employment;
o immediate vesting of all of the executive's outstanding equity
awards;
o continuation of coverage under Company health and life insurance
plans (on the same terms and conditions as actively employed
employees) until the first anniversary of the executive's
termination of employment (or, if earlier, until the executive
becomes eligible for benefits of the same type under a plan of a
subsequent employer); and
o up to $30,000 of outplacement benefits.
As a condition to receiving severance benefits under the Plan, an executive
must, among other things, execute a waiver and release of claims in favor
of the Company and agree not to interfere with the Company's business,
including soliciting Company employees, for two years following the
executive's termination of employment. Severance benefits under the Plan
are intended to be the sole source of severance benefits payable upon a
termination of an executive's employment and, other than the continued
health and life insurance benefits, are generally not subject to mitigation
or reduction.
The Plan expires on December 31, 2007. Prior to the expiration date, the
Compensation Committee may generally amend or terminate the Plan, but no
such action may adversely affect the rights and entitlements of
participants in the Plan without their consent.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Martha Stewart Living Omnimedia, Inc. 2005 Executive Severance
Pay Plan
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.
Date: January 6, 2005
MARTHA STEWART LIVING
OMNIMEDIA, INC.
(Registrant)
By: /s/ James Follo
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James Follo
Executive Vice President, Chief
Financial and Administrative Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- --------------- -------------------------------------------------------
10.1 Martha Stewart Living Omnimedia, Inc. 2005 Executive
Severance Pay Plan