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 10, 2006
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CSS Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-2661 13-920657
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
1845 Walnut Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 569-9900
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Not Applicable
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Based upon actions taken by the Human Resources Committee of the Board of
Directors of CSS Industries, Inc. ("CSS") on April 19, 2006, the following base
salaries are in effect from April 1, 2006 (the beginning of CSS' 2007 fiscal
year) for CSS' named executive officers:
EXECUTIVE OFFICER BASE
NAME AND TITLE SALARY
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David J. M. Erskine, $468,000
President and Chief Executive Officer Per year
Jack Farber, $400,000
Chairman Per year
Frank Macero, Jr., $14,423
President, Paper Magic Group, Inc. Bi-weekly*
Christopher J. Munyan,
Executive Vice President and $350,000
Chief Operating Officer Per year
Clifford E. Pietrafitta,
Vice President - Finance, and $254,100
Chief Financial Officer Per year
*Mr. Macero has indicated that he intends to retire effective May 31, 2006. The
foregoing bi-weekly salary was approved by the Human Resources Committee of the
Board of Directors of CSS on March 10, 2006, and it reflects the compensation to
be paid to Mr. Macero from April 1, 2006 (the beginning of CSS' 2007 fiscal
year) until the date of Mr. Macero's retirement.
On April 19, 2006, the Board of Directors of CSS approved the following as the
basis upon which cash compensation will be paid to each non-employee director of
CSS commencing August 2, 2006:
Annual Retainer: $25,000
Annual Retainer for
Committee Chairmen:
- Audit: $10,000
- Human Resources: $ 5,000
- Nominating and Governance: $ 5,000
Attendance Fees: $ 1,000**
**Attendance fees reflect the amount paid to each non-employee director for each
meeting of the Board of Directors and of any of its committees attended by such
member, and for each consultation undertaken with either the management of CSS
or with another member of the Board of Directors or with an advisor or
consultant thereof to the extent that such consultation pertains to the
activities of the Board of Directors or any of its committees of which such
director is a member, except that in the case of any such meetings or
consultations that are telephonic and of not more than one hour in duration, the
applicable fee was set at $500 per meeting or consultation.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) (1) On April 19, 2006, the Board of Directors of CSS increased the
number of directors of CSS from seven to eight and filled the resulting
vacancy by electing Christopher J. Munyan as a member of the Board of
Directors of CSS. Mr. Munyan, age 40, presently serves as Executive
Vice President and Chief Operating Officer of CSS, and he has served in
such capacity since October 2005. He will become President and Chief
Executive Officer of CSS effective upon the retirement of David J. M.
Erskine on June 30, 2006. From November 1999 until October 2005, Mr.
Munyan served as President of Berwick Offray LLC, a subsidiary of CSS.
Prior to his appointment as President of Berwick Offray, Mr. Munyan
served as Berwick Offray's Senior Vice President-Finance and
Administration and in various other capacities since 1993. Berwick
Offray designs, manufactures, imports and sells decorative ribbon and
bow products and related items.
(2) There are no arrangements or understandings between Mr. Munyan and any
other person pursuant to which Mr. Munyan was selected as a director.
(3) As an employee member of the CSS Board of Directors, Mr. Munyan is
automatically a member of the Stock Option Committees under CSS' 1995
Stock Option Plan for Non-employee Directors and CSS' 2000 Stock Option
Plan for Non-employee Directors.
(4) With respect to Mr. Munyan, there have been no past transactions and
there are no currently proposed transactions described in Item 404(a)
of Regulation S-K, except as follows:
(a) Mr. Munyan and CSS are parties to an employment agreement dated
October 25, 2005, the material terms of which are described in
Item 1.01 of the Current Report on Form 8-K filed by CSS on
October 27, 2005 and are hereby incorporated by reference
herein; and
(b) Pursuant to the provisions of CSS' 2004 Equity Compensation
Program, the following stock options to purchase shares of CSS
Common Stock were granted to Mr. Munyan since the beginning of
CSS' most recently completed fiscal year:
Number of
Securities Underlying Exercise Expiration
Grant Date Options Granted* Price Date
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4/21/2005 11,500 $33.20 4/21/2010
10/25/2005 15,000 $35.98 10/25/2010
4/19/2006 10,000 $30.73 4/19/2011
*These options become exercisable at the rate of 25% of the optioned
securities per year on each of the first four anniversaries of the
grant date.
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SIGNATURES
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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.
CSS Industries, Inc.
(Registrant)
By: /s/ William G. Kiesling
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William G. Kiesling
Vice President and
General Counsel
Date: April 25, 2006
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