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): February 22, 2006
Homestore, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26659 95-4438337
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30700 Russell Ranch Road
Westlake Village, California 91362
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (805) 557-2300
- --------------------------------------------------------------------------------
(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))
TABLE OF CONTENTS
-----------------
Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 10.1
Item 1.01 Entry into a Material Definitive Agreement.
- -----------------------------------------------------
On February 15, 2006, Homestore, Inc. (the "Company") and Peter Tafeen, a former
officer of the Company ("Tafeen"), entered into a Settlement Agreement and
Releases (the "Agreement"). The Agreement provides for the Company to reimburse
Tafeen for expenses, including attorneys' fees and other defense costs
("Eligible Costs"), incurred by Tafeen from litigation by reason of the fact
that Tafeen was an officer and/or employee of the Company, up to a maximum of
$11.85 million as follows: (i) the Company shall release Tafeen from its rights
to seek repayment of the approximately $6.4 million previously paid by the
Company to Tafeen for Eligible Costs, and (ii) as soon as possible after the
effective date of the Agreement (as described below), the Company shall deposit
in an irrevocable trust an amount equal to the difference between $11.85 million
and amount previously paid to Tafeen as set forth in item (i) above. Any amounts
remaining in the trust upon conclusion of all legal proceedings and lawsuits
against Tafeen by reason of the fact that he was an officer and/or employee of
the Company shall be returned to the Company.
The Agreement also contains mutual general releases between the Company and
Tafeen. Such releases preclude the Company from ever seeking repayment or
recoupment of amounts paid to Tafeen as indemnification or advancement of
attorneys' fees and other defense costs. Such releases also release Homestore
from claims by Tafeen for advancement of expenses or indemnification other than
as provided in the Agreement. For a period of seven days from February 15, 2006,
Tafeen may revoke the Agreement. In the event Tafeen revokes the Agreement
during such period, it shall become null and void. In the event Tafeen does not
revoke the Agreement during such seven day period, upon the expiration of such
period the Agreement shall become effective.
The summary of the Agreement contained in this Item 1.01 is qualified in its
entirety by reference to the Agreement itself, a copy of which is being filed as
Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by
this reference into this Item 1.01 in its entirety.
Item 9.01 Exhibits.
- -------------------
(c) Exhibits
10.1 Settlement Agreement and Releases dated February 15, 2006 between
the Company and Tafeen
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.
HOMESTORE, INC.
Date: February 22, 2006 By: /s/ Michael R. Douglas
-----------------------------------
Michael R. Douglas
Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
10.1 Settlement Agreement and Releases dated February 15, 2006 between
the Company and Tafeen