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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 23, 2006
CLARKE AMERICAN CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation
333-133253 84-1696500
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(Commission File (IRS Employer
Number) Identification No.)
10931 LAUREATE DRIVE, SAN ANTONIO, TEXAS 78249
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(Address of Principal Executive Offices) (Zip Code)
210-697-8888
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 (see General Instruction A.2 below):
[_] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On and effective May 23, 2006, Clarke American Corp. (the "Company")
entered into an amended and restated employment agreement (the "Employment
Agreement") with Alan Westfall, to reflect Mr. Westfall's appointment as the
Company's Executive Vice President and Chief Operating Officer. Under the
Employment Agreement, the material terms of Mr. Westfall's previous employment
agreement dated October 31, 2005 remain unchanged except for the following:
(1) the Employment Agreement is for a term of three years beginning on May 23,
2006, rather than two years beginning on December 15, 2005 under the previous
agreement; (2) Mr. Westfall receives an annual base salary of $350,000
effective May 23, 2006, rather than $275,000 under the previous agreement; (3)
Mr. Westfall will receive 21% of the "LTIP bonus pool" as defined in and in
accordance with the M & F Worldwide Corp. 2005 Long Term Incentive Plan,
rather than 7% under the previous agreement; and (4) the retirement date on or
after which Mr. Westfall will receive an additional entitlement is June 30,
2009, rather than December 15, 2007 under the previous agreement.
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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.
CLARKE AMERICAN CORP.
By: /s/ Peter A. Fera, Jr.
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Name: Peter A. Fera, Jr.
Title: Senior Vice President and Chief
Financial Officer
Date: May 25, 2006