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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: JANUARY 28, 2005
DATE OF EARLIEST EVENT REPORTED: JANUARY 24, 2005
MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-15395 52-2187059
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
11 WEST 42ND STREET
NEW YORK, NY 10036
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 827-8000
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 CFR240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
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On January 24, 2005, the Registrant entered into a one-year consulting
arrangement with Mr. Charles Koppelman, who currently serves as Vice
Chairman and a Director of the Registrant. Pursuant to the terms of the
consulting arrangement, Mr. Koppelman will assist the Registrant's
President and Chief Executive Officer in addressing strategic business
opportunities for the Registrant, including, without limitation, helping to
source, structure and negotiate merchandising and television opportunities.
In consideration for Mr. Koppelman's services, the Registrant agreed
to pay Mr. Koppelman $450,000 per annum, payable in equal monthly
installments. Mr. Koppelman will also be entitled to reimbursement of
business expenses in accordance with the Registrant's expense reimbursement
policies. In addition, subject to approval by the Registrant's
stockholders, the Registrant agreed to grant Mr. Koppelman (i) 50,000
restricted shares of the Registrant's Class A common stock, which will vest
upon the Registrant's entering into a new board-approved merchandising
license agreement, and (ii) 10-year options to purchase 200,000 shares of
Class A common stock (at an exercise price of $28.55), one half of which
will vest on January 24, 2006, and the balance of which will vest on
January 24, 2007. The Registrant will also enter into a registration rights
agreement with Mr. Koppelman providing for one demand registration right
and unlimited piggyback registration rights (subject to customary
cutbacks), of all shares of Class A common stock of the Registrant owned by
Mr. Koppelman, including shares underlying options granted to Mr.
Koppelman.
Mr. Koppelman will be subject to customary confidentiality
restrictions. He will also be subject to non-competition restrictions
during the term of the arrangement and for a 6-month period thereafter.
Mr. Koppelman will continue to serve as Vice Chairman and a Director
of the Registrant but is no longer serving as a member of the Audit
Committee of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: January 28, 2005
MARTHA STEWART LIVING OMNIMEDIA, INC.
By: /s/ James Follo
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James Follo
Executive Vice President,
Chief Financial and Administrative Officer