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): December 1, 2004
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-028176 36-1433610
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
155 North Wacker Drive, Suite 500, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 312-782-6800
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))
Item 8.01 Other Events
Manny A. Brown, an Executive Vice President of the Company, has
tendered his resignation effective December 17, 2004. Manny Brown has given the
Company notice that he is terminating his employment for Good Reason as that
term is defined in the Employment and Severance Agreement dated as of March 17,
1997 between him and the Company (the "Employment Agreement") based upon his
good faith belief that his reporting responsibilities have changed as a result
of the recently announced hiring by the Company of Lucinda M. Baier as its
President and Chief Operating Officer and that his duties have become materially
lower than those he carried out at the outset of his employment. Pursuant to the
terms of the Employment Agreement the Company may be required to make a payment
of approximately $700,000 to Manny Brown within 30 days after the termination of
his employment. In addition, pursuant to the Employment Agreement, the Company
is required to continue to keep in force policies of medical, accident,
disability and life insurance with respect to Manny Brown for a period of up to
18 months and to share the costs of such continuation in the same proportion as
such costs were previously shared for a period of up to 18 months. Pursuant to
their terms, if Manny Brown's employment with the Company is terminated for Good
Reason his awards of restricted stock will vest in full and his options to
purchase Company Common Stock will vest in full and remain exercisable for a
period ending on the earlier of the expiration of the option and the date that
is two years after his employment has terminated.
On December 2, 2004, the Company issued a press release announcing Mr.
Brown's resignation.
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.
WHITEHALL JEWELLERS, INC.
(Registrant)
By: /s/ John R. Desjardins
-------------------------------
John R. Desjardins
Executive Vice President
and Chief Financial Officer
Date: December 2, 2004
EXHIBIT INDEX
The following exhibit is furnished herewith as noted below.
Exhibit No. Exhibit
- ----------- --------
99.1 Press Release dated December 2, 2004, announcing the
resignation of Manny A. Brown as Executive Vice President -
Store Operations of the Company