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 13, 2004
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-028176 36-1433610
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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 1.01. Entry into a Material Definitive Agreement.
As previously announced, Manny A. Brown, an Executive Vice President of
the Company, tendered his resignation effective December 17, 2004.
In connection with Mr. Brown's resignation, on December 13, 2004, the
Company and Mr. Brown entered into a Separation and Release Agreement (the
"Separation Agreement"). Pursuant to the terms of the Separation Agreement, in
full satisfaction of the Company's obligations under the Employment and
Severance Agreement dated March 17, 1997 between the Company and Manny A. Brown
(the "Employment Agreement"), the Company will pay $688,345.00 to Mr. Brown on
or prior to January 16, 2005, less the appropriate taxes as set forth in the
Separation Agreement. In addition, pursuant to the Separation Agreement and
consistent with the Employment Agreement, the Company is required to continue to
keep in force policies of medical, accident, disability and life insurance with
respect to Mr. 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. Furthermore, pursuant to the Separation
Agreement, Mr. Brown's employment with the Company was deemed to have been
terminated for Good Reason (as defined in the Employment Agreement) and
therefore 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.
A copy of the Separation Agreement is attached as Exhibit 10.1 to this
report and is incorporated herein by reference.
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 15, 2004
EXHIBIT INDEX
The following exhibit is furnished herewith as noted below.
Exhibit No. Exhibit
----------- -------
10.1 Separation and Release Agreement, dated December
13, 2004, between the Company and Manny A. Brown