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): October 18, 2012
Tuesday Morning Corporation
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
|
0-19658 (Commission File Number) |
|
75-2398532 (IRS Employer Identification No.) |
|
6250 LBJ Freeway Dallas, Texas (Address of principal executive offices) |
|
75240 (Zip Code) |
Registrant’s telephone number, including area code: (972) 387-3562
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2012 (the “ Effective Date ”), the Board of Directors of Tuesday Morning Corporation (the “ Company ”) approved an amendment (the “ Second Amendment ”) to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “ 2008 Plan ”). Pursuant to the Second Amendment the definition of “Change in Control” under the 2008 Plan was modified to provide that, with respect to awards granted under the 2008 Plan on or after the Effective Date, in the event that the Company’s stockholders approve a merger or consolidation of the Company with any other corporation (other than certain specified mergers or consolidations that would not generally be considered to constitute a change in control), a Change in Control will not be deemed to occur until the consummation of such merger or consolidation.
The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No. |
|
Description |
|
10.1 |
|
Second Amendment to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan |
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.
|
|
TUESDAY MORNING CORPORATION |
|
|
|
|
|
|
Date: October 23, 2012 |
By: |
/s/ Stephanie Bowman |
|
|
|
Stephanie Bowman |
|
|
|
Executive Vice President and Chief |
|
|
|
Financial Officer |
Exhibit 10.1
SECOND AMENDMENT TO
TUESDAY MORNING CORPORATION
2008 LONG-TERM EQUITY INCENTIVE PLAN
THIS AMENDMENT is made by Tuesday Morning Corporation (the “ Company ”).
W I T N E S S E T H:
WHEREAS , the Board of Directors of the Company (the “ Board of Directors ”) previously adopted the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan, as amended (the “ Plan ”);
WHEREAS , the Board of Directors reserved the right in Section 13.1 to amend the Plan; and
WHEREAS , the Board of Directors has determined to amend the Plan to revise the definition of a “Change in Control”.
NOW, THEREFORE , the Board of Directors agrees that effective for Awards granted under the Plan on or after October 18, 2012, Section 2.5(b) of the Plan is hereby completely amended and restated as set forth below (capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan):
(b) with respect to Awards granted under the Plan before October 18, 2012, the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (1) which would result in all or a portion of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) by which the corporate existence of the Company is not affected and following which the Company’s chief executive officer and directors retain their positions with the Company (and constitute at least a majority of the Board), and, with respect to Awards granted under the Plan on or after October 18, 2012, the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (1) which would result in all or a portion of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) by which the corporate existence of the Company is not affected and following which the Company’s chief executive officer and directors retain their positions with the Company (and constitute at least a majority of the Board), and such merger or consolidation is consummated; or
Adopted by the Board of Directors
on October 18, 2012