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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) June 13, 2005
THE GYMBOREE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-21250 942615258
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
500 Howard Street, San Francisco, CA 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 278-7000
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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 June 13, 2005, the Board of Directors of The Gymboree Corporation (the
"Company") appointed Matthew K. McCauley to serve as its President effective
immediately. Although the Company has not entered into a written employment
agreement with Mr. McCauley, on June 13, 2005 the Company amended Mr. McCauley's
existing compensation arrangement to reflect this appointment.
Under Mr. McCauley's amended compensation arrangement, he will receive an
annual salary of $385,000 and will continue to be eligible to participate in the
Company's annual discretionary bonus plan with a target payout at 85% of his
base salary. In addition, Mr. McCauley was granted a restricted stock award for
50,000 shares of the Company's common stock under the Company's 2004 Equity
Incentive Plan, pursuant to the form of Restricted Stock Award Notice and
Agreement file herewith as Exhibit 10.1.
Mr. McCauley remains eligible to participate in The Gymboree Corporation
Management Change of Control Plan. In the event of a change of control of the
Company, if Mr. McCauley's employment terminates on an involuntary basis, but
not for death, disability or cause, at any time within 18 months following the
change of control, Mr. McCauley will be eligible to receive a payment equal to
three times his annual salary and a pro-rated bonus, in a single lump sum
payment, less taxes, within 10 days after the date his employment terminates.
Mr. McCauley would also be eligible to receive benefits coverage for 18 months.
Mr. McCauley also remains eligible to participate in The Gymboree
Corporation Management Severance Plan, under which he will be eligible to
receive a severance payment equal to 50% of his gross base salary if he is
involuntarily terminated other than for death, disability or cause. This amount
would be paid in equal monthly installments over the 12-month period following
the date his employment terminates.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On June 13, 2005, the Board of Directors of the Company appointed Matthew
K. McCauley, age 32, to serve as its President effective immediately. A copy of
the press release dated June 15, 2005 announcing his appointment is attached
hereto as Exhibit 99.1. The description of Mr. McCauley's compensation
arrangement is hereby incorporated by reference from Item 1.01 above.
Mr. McCauley joined the Company in July 2001 as Director of Allocation and
was named Vice President of Planning and Allocation in 2003. In February 2005,
Mr. McCauley was named Senior Vice President and General Manager. Previously he
held various positions at Gap Inc. and Payless Shoe Source.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Form of Restricted Stock Award Notice and Agreement
99.1 Press release of The Gymboree Corporation issued June 15, 2005
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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.
THE GYMBOREE CORPORATION
Date: June 15, 2005 By: /s/ Blair W. Lambert
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Blair W. Lambert
Chief Operating Officer and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Form of Restricted Stock Award Notice and Agreement
99.1 Press release of The Gymboree Corporation issued June 15, 2005
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