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): January 25, 2018

 
CSS Industries, Inc.
 
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-2661
 
13-1920657
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
450 Plymouth Road, Suite 300, Plymouth Meeting, PA
 
19462
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code:
(610) 729-3959
 
Not Applicable
 
 
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 25, 2018, we and our Executive Vice President of Sales, Carey Edwards, entered into an amendment to Mr. Edwards’ employment agreement with us. The amendment extends the term of such employment agreement by two years, until March 31, 2020.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
 
Exhibit No.
 
Description
 
99.1
 
Amendment dated as of January 25, 2018 to Employment Agreement between CSS Industries, Inc. and Carey Edwards.



2


Exhibit Index




3


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.
                                
 
 
 
 
CSS Industries, Inc.
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
Date:
 
January 25, 2018
 
By:
/s/ William G. Kiesling
 
 
 
 
 
 
William G. Kiesling
 
 
 
 
 
Vice President–Legal and Licensing and General Counsel
 
 
 
 
 
 
 
 
 
 
 
 
 
 


4


Exhibit 99.1


Amendment to Employment Agreement

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of January 25, 2018, amends that certain employment agreement dated April 1, 2012, as amended as of March 18, 2014 and March 23, 2016 (the “Employment Agreement”), between CSS Industries, Inc. (“CSS”) (as successor in interest to Lion Ribbon Company, LLC) and Carey Edwards (“Employee”).

WHEREAS, CSS and the Employee previously entered into the Employment Agreement, which, among other things, provides for the employment of the Employee in the position of Executive Vice President of Sales;
    
WHEREAS, CSS and the Employee desire to amend the Employment Agreement as specifically provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.      Modification of Employment Term Set Forth in Section 1.1 of the Employment Agreement. The parties acknowledge and agree that Section 1.1 of the Employment Agreement is hereby modified to provide that the Employment Term (as such term is defined in such Section 1.1) shall continue until March 31, 2020.
    
2.      Miscellaneous .      Except as expressly modified hereby, the Employment Agreement remains in full force and effect. Upon the execution and delivery hereof, the Employment Agreement shall thereupon be deemed to be amended as hereinabove set forth, and this Amendment and the Employment Agreement shall henceforth be read, taken and construed as one and the same instrument. This Amendment may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.

IN WITNESS WHEREOF, this Amendment has been executed by CSS and the Employee as of the date first above written.

 
CSS INDUSTRIES, INC. (“CSS”)


By: /s/ Christopher J. Munyan                               
       President and Chief Executive Officer
 
/s/ Carey Edwards
Carey Edwards (“Employee”)