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
May 26, 2005
Date of Report (Date of earliest event reported)
PAYLESS SHOESOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-14770 43-1813160
(Commission File Number) (IRS Employer Identification No.)
3231 Southeast Sixth Avenue
Topeka, Kansas 66607-2207
(Address of Principal Executive Office) (Zip Code)
(785) 233-5171
(Registrant's Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o 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
In connection with the CEO succession plan that Payless ShoeSource,
Inc. (the "Company") announced on May 26, 2005, the Company entered into a
letter agreement with its Chief Executive Officer, Steven J. Douglass (the
"Separation Letter"), confirming certain matters with respect to Mr. Douglass's
separation from the Company when his successor commences employment (the
"Separation Date"). Until the Separation Date, Mr. Douglass will remain in his
position as CEO and will retain the position, authority, duties, and
responsibilities outlined in his Employment Agreement, dated October 1, 2003
(the "Employment Agreement"). Upon his separation on the Separation Date, Mr.
Douglass will be considered to have terminated his employment for "Good Reason"
under his Employment Agreement and the Company will honor all of its obligations
under the Employment Agreement. The Separation Letter also serves as Mr.
Douglass' notice of resignation upon his separation from all director, officer
and employee positions that he holds with the Company, its subsidiaries and its
affiliates.
The foregoing description is qualified in its entirety by reference to
the Separation Letter, a copy of which is filed as exhibit 10.1 hereto and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Letter Agreement between Payless ShoeSource, Inc. and Steven J.
Douglass dated May 26, 2005.
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.
PAYLESS SHOESOURCE, INC.
Date: May 31, 2005 By: /s/ Ullrich E. Porzig
-------------------------------
Ullrich E. Porzig
Senior Vice President
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
10.1 Letter Agreement between Payless ShoeSource, Inc. and Steven J.
Douglass dated May 26, 2005.