SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
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 22, 2005
West Marine, Inc.
----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22512 77-0355502
- ----------------- --------------- ------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
500 Westridge Drive 95076
Watsonville, California
-------------------------------- ------------
(Address of principal executive office (Zip Code)
(831) 728-2700
-----------------------
(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))
"Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995
This Form 8-K includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, including forward-looking
statements concerning earnings expectations and statements that are predictive
or express expectations that involve a number of risks and uncertainties. These
forward-looking statements include, among other things, statements that relate
to the financial statement impact of accelerating the vesting of all outstanding
stock options, as well as facts and assumptions underlying these statements or
projections. Actual results may differ from the results expressed or implied in
these forward-looking statements due to various risks, uncertainties or other
factors. Except as required by applicable law, West Marine assumes no
responsibility to update any forward-looking statements as a result of new
information, future events or otherwise.
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on December 22, 2005, the Governance and Compensation
Committee of the Board of Directors of West Marine, Inc. recommended, and the
Board of Directors of West Marine, Inc. approved, the acceleration of the
vesting of all of the unvested stock options granted under West Marine, Inc.'s
Omnibus Equity Incentive Plan. This Amendment No. 1 to Form 8-K is being filed
by West Marine to clarify that such unvested stock options also became
immediately exercisable upon the acceleration of their vesting provisions.
The effect of the Governance and Compensation Committee's action was to amend
each affected award agreement. A form of the notice to affected employees was
filed as Exhibit 10.4 to the original Form 8-K and is incorporated by reference
in this amendment.
The Governance and Compensation Committee's action accelerated the vesting of
options covering approximately 1,771,460 million shares of common stock, of
which 1,679,827 million had exercise prices above $13.56 per share, the reported
closing price of West Marine common stock on the Nasdaq National Market for
December 22, 2005. Options with exercise prices above the market value of West
Marine common stock are sometimes referred to as "underwater options", and the
purpose of accelerating the vesting of these underwater options was to allow
West Marine to avoid in future years having to recognize compensation expense
for these options despite the fact that the exercise prices of all such options
exceeded the closing price of West Marine's common stock. The aggregate pre-tax
expense that, absent the vesting acceleration of underwater options, would have
been reflected in West Marine's consolidated financial statements beginning in
fiscal 2006 is estimated to be approximately $16.6 million.
The Governance and Compensation Committee determined to accelerate vesting for
all unvested stock options, in part, to facilitate administration and, as a
result of accelerating the vesting of the 91,633 million options with an
exercise price less than the December 22, 2005 closing price, West Marine
expects to recognize an expense of approximately $0.1 million in its
consolidated financial statements for the fiscal fourth quarter of 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
10.1 Notice to holders of West Marine, Inc. stock options
regarding accelerated vesting (incorporated by
reference to Exhibit 10.4 to West Marine, Inc.'s Current
Report on Form 8-K dated December 22, 2005 and filed
December 29, 2005).
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: January 18, 2006 By: /s/ Eric Nelson
-------------------------------
Eric Nelson
Senior Vice President and
Chief Financial Officer