================================================================================
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): JULY 27, 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 EVENTS.
Eric H. Paulson, Chairman of the Board, President and Chief Executive
Officer of the Company, entered into a Rule 10b5-1 trading plan to sell up to
700,000 shares of the Company's common stock presently held by him. Portions of
the shares may be sold any time the stock achieves certain prearranged minimum
prices and may take place beginning on August 1, 2004 and ending on July 31,
2005 unless sooner terminated. Mr. Paulson will have no control over the timing
of any sales under the plan and there can be no assurance that the shares
covered by the plan actually will be sold. Mr. Paulson entered into the plan in
order to diversify his financial holdings, although he will continue to have a
significant ownership interest in the Company.
This trading plan is intended to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended. Rule 10b5-1 allows corporate insiders to
establish prearranged written plans to buy or sell a specified number of shares
of a company stock over a set period of time. A plan must be entered into in
good faith at a time when the insider is not in possession of material,
nonpublic information. Subsequent receipt by the insider of material, nonpublic
information will not prevent transactions under the plans from being executed.
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: July 27, 2004