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): May 20, 2009
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 (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
500 Westridge Drive
Watsonville, California 95076
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(Address of principal executive offices) (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. Amendment to Compensatory Plan.
At the West Marine, Inc. annual meeting of stockholders (the "Annual Meeting")
held on May 20, 2009, West Marine's stockholders, upon the recommendation of
West Marine's Board of Directors, approved an amendment to the West Marine
Associates Stock Buying Plan (the "Plan"). The amendment increases the
aggregate number of shares authorized for issuance by 750,000.
A summary of the Plan is set forth under Proposal No. 2 in West Marine's
definitive proxy statement for the Annual Meeting filed with the Securities and
Exchange Commission on April 9, 2009. The foregoing description of the
amendment to the Plan and the summary of the Plan set forth under Proposal
No. 2 in West Marine's definitive proxy statement are qualified by reference
to the full text of the Plan filed with this report as Exhibit 10.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits:
10.1 Associates Stock Buying Plan, as amended and
restated effective March 2002 (incorporated by
reference to Exhibit 10.3 to West Marine's
Quarterly Report on Form 10-Q for the quarter
ended June 29, 2002).
10.2 Amendment Number One to the Associates Stock
Buying Plan (incorporated by reference to
Exhibit 10.2 to West Marine's Registration
Statement on Form S-8 (Registration
No. 333-143285)).
10.3 Amendment Number Two to the Associates
Stock Buying Plan.
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: May 21, 2009 By: /s/ Geoffrey A. Eisenberg
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Geoffrey A. Eisenberg
Chief Executive Officer and President
Exhibit 10.3
Amendment Number Two
To The
West Marine, Inc.
Associates Stock Buying Plan
Pursuant to the power reserved to the Board of Directors of West Marine,
Inc. (the "Company") under Section 11 of the West Marine, Inc. Associates Stock
Buying Plan, as amended and restated in March 2002 and further amended by
Amendment Number One effective May 10, 2007 (the "Plan"), the Plan hereby is
amended as follows:
1.
Subsection 3.1 of the Plan, entitled "Number Available," shall be amended
by replacing "1,400,000" with "2,150,000" and by replacing "1,000,000" with
"1,400,000" in the first sentence therein, so that it reads in its entirety as
follows:
A total of 2,150,000 shares of Common Stock are available for
issuance pursuant to the Plan, which includes 1,400,000
shares of Common Stock that were previously reserved for
issuance hereunder. Shares sold under the Plan may be newly
issued shares or treasury shares.
2.
This Amendment Number Two to the Plan shall be effective as of May 20,
2009, provided however, that this Amendment Number Two is subject to approval
by the stockholders of the Company at the annual stockholder meeting of the
Company to be held May 20, 2009.