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): MAY 26, 2004 ------------ NAVARRE CORPORATION ------------------- (Exact name of Registrant as specified in its charter) MINNESOTA 0-22982 41-1704319 --------- ------- ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 7400 49TH AVENUE NORTH, NEW HOPE, MN 55428 ------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (763) 535-8333 ITEM 5. OTHER INFORMATION. On May 20, 2004, Navarre Corporation appointed Timothy R. Gentz to serve as a board director. Mr. Gentz's appointment increases the number of independent members of the Company's board of directors to five -- a majority of the board. Mr. Gentz will also serve on both the Governance and Audit Committees of the board. Mr. Gentz will serve until the next annual shareholders' meeting, at which time he will stand for election by the shareholders. A copy of the press release announcing this appointment is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 99.1 Navarre Corporation Earnings Release, dated May 26, 2004. 99.2 Release appointing Timothy R. Gentz to serve a s board director. ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND CONDITION On May 26, 2004, Navarre Corporation issued a press release to report its results for the fourth quarter and year-end for the period ended March 31, 2004. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. 2 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, thereunto duly authorized. NAVARRE CORPORATION By: /s/ Eric H. Paulson -------------------------------- Eric H. Paulson Chairman of the Board, President and Chief Executive Officer Dated: May 26, 2004 EXHIBIT INDEX Exhibit No. 99(1) Earnings Release for the fourth quarter and year-end for the period ended March 31, 2004. Exhibit No. 99(2) Release appointing Timothy R. Gentz to serve a s board director. 3