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 21, 2004
West Marine, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22512 77-0355502
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
500 Westridge Drive Watsonville, California 95076
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(Address of Principal Executive Offices, Including Zip Code)
(831) 728-2700
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(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:
[ ] 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In a unanimous written consent, dated as of December 21, 2004, West Marine's
Board of Directors increased the size of the Board by one director and appointed
Alice M. Richter to fill the newly created Board seat vacancy effective as of
January 2, 2005. Ms. Richter, like all of the other directors of West Marine,
will stand for re-election to the Board of Directors at West Marine's 2005
Annual Meeting of Stockholders.
Ms. Richter was a certified public accountant with KPMG LLP for 26 years, until
her retirement in June 2001. Ms. Richter joined KPMG's Minneapolis office in
1975 and was admitted to the KPMG partnership in 1987. During her tenure at
KPMG, she served as the National Industry Director of KPMG's U.S. Food and
Beverage practice and also has served as a member of the Board of Trustees of
the KPMG Foundation from 1991 to 2001. Ms. Richter currently serves on the board
of directors of G&K Services, Inc., where she is a member of the audit
committee.
The Board of Directors also has appointed Ms. Richter to the Audit Committee and
has affirmatively determined that Ms. Richter is an "independent director," as
such term is defined in Rule 4200(a)(15) of National Association of Securities
Dealers' listing standards, and meets the criteria for independence set forth in
Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Based on
her past business experience, the Board of Directors concluded that Ms. Richter
is able to read and understand fundamental financial statements and has
requisite past employment experience in finance or accounting for audit
committee service. Accordingly, the Board of Directors also has determined that
Ms. Richter is an "audit committee financial expert" as that term is defined in
Item 401(h)(2) of Regulation S-K promulgated under the Securities Exchange Act
of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit:
99.1 Press Release, dated December 22, 2004
SIGNATURE
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.
WEST MARINE, INC.
Date: December 23, 2004 By: /s/ Eric Nelson
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Eric Nelson
Senior Vice President and
Chief Financial Officer
Exhibit 99.1
Contacts: West Marine, Inc.
Eric Nelson, Senior Vice President and Chief Financial Officer
(831) 761-4489
Russell Solt, Director of Investor Relations
(831) 761-4229
ALICE RICHTER TO JOIN THE BOARD OF DIRECTORS OF WEST MARINE IN JANUARY 2005
WATSONVILLE, CA, December 22, 2004 - West Marine, Inc. (Nasdaq: WMAR) West
Marine's board of directors has appointed a new independent director, Alice
Richter, to its board effective January 2, 2005.
Ms. Richter was a certified public accountant with KPMG LLP for 26 years until
her retirement in June 2001. She joined KPMG's Minneapolis office in 1975 and
was admitted to its partnership in 1987. During her tenure at KPMG, Ms. Richter
served as the National Industry Director of KPMG's U.S. Food and Beverage
practice and also served as a member of the Board of Trustees of the KPMG
Foundation from 1991 to 2001. Based on this vast employment experience in
finance and accounting, Ms. Richter also has been appointed by West Marine's
board to serve on its audit committee as a financial expert.
Ms. Richter currently serves on the board of directors of G&K Services, Inc.,
where she is also a member of the audit committee. Additionally, she was named
to serve a three-year term on the National Advisory Forum of Beta Alpha Psi and
was elected to the board of directors and executive committee of The Boys and
Girls Club of Minneapolis. Her organizational memberships include the American
Institute of Certified Public Accountants, the Minnesota Society of CPAs, and
the National Association of Female Executives.
Ms. Richter graduated summa cum laude from Moorhead State University, was the
first recipient of the School of Business Outstanding Alumni Award, and recently
was initiated as an honorary member of the Golden Key National Honor Society by
the University of Minnesota chapter.
Randy Repass, Chairman of West Marine, says, "West Marine is excited that Alice
will be joining our board. She brings with her a wealth of entrepreneurial
skills along with her extensive financial expertise. We look forward to the
contributions she will make to our board and to our company."
West Marine, Inc. is the nation's largest specialty retailer of boating supplies
and apparel, with 374 stores in 38 states, Canada and Puerto Rico, and more than
$660 million in annual sales. The Company's successful Catalog and Internet
channels offer customers approximately 50,000 products - far more than any
competitor - and the convenience of being able to exchange Catalog and Internet
purchases at its retail stores. The Company's Port Supply division is the
country's largest wholesale distributor of marine equipment serving boat
manufacturers, marine services, commercial vessel operators and government
agencies.