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 6, 2017

 

 

DESTINATION MATERNITY CORPORATION

(Exact name of Registrant as specified in Charter)

 

 

 

Delaware   0-21196   13-3045573

(State or Other Jurisdiction of

Incorporation or Organization)

  Commission File number  

(I.R.S. Employer

Identification Number)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of Principal Executive Offices)

(856) 291-9700

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K 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

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

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

On January 6, 2017, Destination Maternity Corporation (the “ Company ”) entered into two amendments modifying the previously disclosed Transaction Bonus Agreement, dated May 31, 2016, with Anthony M. Romano, the Company’s Chief Executive Officer & President, and the Transaction Bonus and Retention Agreement, dated May 31, 2016, with Ronald J. Masciantonio, the Company’s Executive Vice President & Chief Administrative Officer (collectively, the “ Bonus Amendments ”). For both Messrs. Romano and Masciantonio, the Bonus Amendments extend the threshold date for a transaction bonus to become payable in the event of the completion of a change in control transaction that is approved by the board of directors of the Company, from May 31, 2017 to December 31, 2017.

Except as described above, the Transaction Bonus Agreement and the Transaction Bonus and Retention Agreement described above are unchanged. This description of the Bonus Amendments does not purport to be complete and is qualified in its entirety by reference to the Bonus Amendments which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

  

Description

10.1    Amendment to Transaction Bonus Agreement, dated January 6, 2017, by and between the Company and Anthony M. Romano.
10.2    Amendment to Transaction Bonus and Retention Agreement, dated January 6, 2017, by and between the Company and Ronald J. Masciantonio.

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 duly authorized.

 

Date: January 9, 2017     DESTINATION MATERNITY CORPORATION
    By:  

/s/ Anthony M. Romano

      Anthony M. Romano
      Chief Executive Officer & President

EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Amendment to Transaction Bonus Agreement, dated January 6, 2017, by and between the Company and Anthony M. Romano.
10.2    Amendment to Transaction Bonus and Retention Agreement, dated January 6, 2017, by and between the Company and Ronald J. Masciantonio.

Exhibit 10.1

AMENDMENT TO TRANSACTION BONUS AGREEMENT

THIS AMENDMENT TO THE TRANSACTION BONUS AGREEMENT (“ Amendment ”) is made and entered into as of January 6, 2017, by and between DESTINATION MATERNITY CORPORATION (the “ Company ”) and ANTHONY M. ROMANO (the “ Executive ”).

WHEREAS , the Company and the Executive entered into a Transaction Bonus Agreement, dated as of May 31, 2016 (the “ Agreement ”); and

WHEREAS , pursuant to the Agreement, the Executive is currently eligible to receive a transaction bonus, provided that such transaction is closed prior to June 1, 2017; and

WHEREAS , the Company desires to extend the closing deadline and the Executive desires to agree to such change.

NOW, THEREFORE , in consideration of the promises and covenants set forth herein, and intending to be legally bound hereby, the parties agree as follows, effective as of the date hereof:

1. Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Approved Transaction ’ means after the Effective Date and prior to January 1, 2018, the consummation of a transaction (or series of related transactions) that is (a) approved by the Board, and (b) results in (i) a sale of substantially all the assets of the Company, or (ii) a change in control event described in Treas. Reg. § 1.409A-3(i)(5)(v).”

2. Section 4.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ Expiration of Transaction Bonus Opportunity . Section 2 of this Agreement will expire, and Executive will have no further rights thereunder, if an Approved Transaction does not occur prior to January 1, 2018.”

3. Except as specifically provided in and modified by this Amendment, the Agreement is in all other respects hereby ratified and confirmed and references to the Agreement shall be deemed to refer to the Agreement, as modified by this Amendment.

4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[ Signature page follows ]

IN WITNESS WHEREOF , the Executive has executed and delivered this Amendment and the Company has caused this Amendment to be executed and delivered by its duly authorized representative, in each case on the date first above written.

 

DESTINATION MATERNITY CORPORATION
By:  

/s/ Ronald J. Masciantonio

  Name: Ronald J. Masciantonio
 

Title: Executive Vice President & Chief

Administrative Officer

 

/s/ Anthony M. Romano

  ANTHONY M. ROMANO

Exhibit 10.2

AMENDMENT TO TRANSACTION BONUS AND RETENTION AGREEMENT

THIS AMENDMENT TO THE TRANSACTION BONUS AND RETENTION AGREEMENT (“ Amendment ”) is made and entered into as of January 6, 2017, by and between DESTINATION MATERNITY CORPORATION (the “ Company ”) and RONALD J. MASCIANTONIO (the “ Executive ”).

WHEREAS , the Company and the Executive entered into a Transaction Bonus and Retention Agreement, dated as of May 31, 2016 (the “ Agreement ”); and

WHEREAS , pursuant to the Agreement, the Executive is currently eligible to receive a transaction bonus, provided that such transaction is closed prior to June 1, 2017; and

WHEREAS , the Company desires to extend the closing deadline and the Executive desires to agree to such change.

NOW, THEREFORE , in consideration of the promises and covenants set forth herein, and intending to be legally bound hereby, the parties agree as follows, effective as of the date hereof:

1. Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Approved Transaction ’ means after the Effective Date and prior to January 1, 2018, the consummation of a transaction (or series of related transactions) that is (a) approved by the Board, and (b) results in (i) a sale of substantially all the assets of the Company, or (ii) a change in control event described in Treas. Reg. § 1.409A-3(i)(5)(v).”

2. Section 5.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ Expiration of Retention and Transaction Bonuses . Section 2 of this Agreement will expire, and Executive will have no further rights thereunder, if a Payment Event does not occur prior to June 1, 2017. Section 3 of this Agreement will expire, and Executive will have no further rights thereunder, if an Approved Transaction does not occur prior to January 1, 2018.”

3. Except as specifically provided in and modified by this Amendment, the Agreement is in all other respects hereby ratified and confirmed and references to the Agreement shall be deemed to refer to the Agreement, as modified by this Amendment.

4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[ Signature page follows ]

IN WITNESS WHEREOF , the Executive has executed and delivered this Amendment and the Company has caused this Amendment to be executed and delivered by its duly authorized representative, in each case on the date first above written.

 

DESTINATION MATERNITY CORPORATION
By:  

/s/ Anthony M. Romano

  Name: Anthony M. Romano
  Title: Chief Executive Officer & President
 

/s/ Ronald J. Masciantonio

  RONALD J. MASCIANTONIO