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): August 4, 2005
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 1-15615 36-1433610
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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.
On August 4, 2005, the Board of Directors amended the annual
compensation to be paid to its directors to add a $10,000 annual fee for the
Chairman of the Board and reduced the annual fee for the Chairman of the Audit
Committee of the Board from $25,000 to $10,000. Such changes will be applied on
a pro rata basis for the 2005 fiscal year.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Company filed a Current Report on Form 8-K dated June 22, 2005 to
disclose the appointment of Steven J. Pully to the Board of Directors.
On August 4, 2005, the Board of Directors of the Company appointed Mr.
Pully as a member of the Compensation Committee of the Board of Directors. In
addition, the Board of Directors changed the membership of its committees as
follows:
AUDIT
COMMITTEE - Richard Berkowitz (Chairman)
Dan Levy
Sandy Shkolnik
COMPENSATION
COMMITTEE - Dan Levy (Chairman)
Richard Berkowitz
Steven J. Pully
NOMINATING AND GOVERNANCE
COMMITTEE - Sandy Shkolnik (Chairman)
Richard Berkowitz
Dan Levy
The Board of Directors also abolished the Long Range Planning
Committee, as its work is being undertaken by the full Board of Directors.
Item 8.01. Other Events.
The information in Item 5.02 above is incorporated by reference
herein.
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/ Jean K. FitzSimon
-------------------------------
Jean K. FitzSimon
Senior Vice President
and General Counsel
Date: August 10, 2005