-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FF8P5mhrhEnOI1L41wOig9oczzd6s6KBoEI3QPA1O67YRrzq+ZV5dD7VOLAcikjC 9AXdi8tJmp89WSySexs0MA== 0000019353-05-000117.txt : 20050629 0000019353-05-000117.hdr.sgml : 20050629 20050629161732 ACCESSION NUMBER: 0000019353-05-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050623 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07258 FILM NUMBER: 05924950 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 8-K 1 dir058k.txt JUNE 23, 2005 FORM 8-K ================================================================================ 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 23, 2005 Charming Shoppes, Inc. ---------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania ------------ (State or Other Jurisdiction of Incorporation) 000-07258 23-1721355 --------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 450 Winks Lane, Bensalem, Pennsylvania 19020 -------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (215) 245-9100 -------------- (Registrant's Telephone Number, Including Area Code) 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: [ ] 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)) ================================================================================ Item 1.01. Entry into a Material Definitive Agreement. On June 23, 2005, the Board of Directors approved changes to the Company's compensation program for non-employee Directors, as follows: o Annual cash retainer for each Director increased from $30,000 to $36,000. o The annual cash retainer for service as Chairperson of the Audit Committee increased from $5,000 to $10,000. The annual retainer for service as Chairperson of other Board committees remains at $5,000. o Stock options granted to each non-employee Director at the date of each Annual Meeting of Shareholders increased from 6,500 to 7,500. Other terms of non-employee Directors' options are unchanged. o Restricted stock units ("RSUs") granted to each non-employee Director at the date of each Annual Meeting of Shareholders increased from 3,000 to 7,500. Other terms of non-employee director RSUs are unchanged. o Additional compensation for the Lead Independent Director was authorized, in the form of a one-time special award of $30,000. This amount is in addition to the $20,000 regular annual fee paid to the Lead Independent Director (who is also paid the regular compensation of a non-employee Director). This one-time special award was authorized in light of additional duties performed by the director serving as Lead Independent Director. The changes to the non-employee Directors' compensation program became effective immediately. Thus, equity awards granted on June 23, 2005, the date of the Company's 2005 Annual Meeting of Shareholders, were granted in accordance with the revised program. In particular, the stock options were granted to each non-employee Director with an exercise price of $9.10 per share, being the closing price of the Company's Common Stock as reported by the NASDAQ National Market on June 23, 2005, the date of the grant. Except for the changes described above, the terms of the non-employee Director compensation program remain as described on pages 14-15 of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on May 23, 2005. The 2003 Non-Employee Directors Compensation Plan was attached as Appendix B to the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on May 22, 2003. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 10.1 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Stock Option Agreement. 10.2 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Restricted Share Units Agreement. -1- 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. CHARMING SHOPPES, INC. ---------------------- (Registrant) Date: June 28, 2005 /S/ ERIC M. SPECTER ------------------- Eric M. Specter Executive Vice President Chief Financial Officer -2- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Stock Option Agreement. 10.2 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Restricted Share Units Agreement. -3- EX-10 2 diropt05.txt EXHIBIT 10.1 EXHIBIT 10.1 CHARMING SHOPPES, INC. 2003 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN STOCK OPTION AGREEMENT Agreement dated as of _____________ between CHARMING SHOPPES, INC. (the "Company") and ________________ ("Participant"). It is agreed as follows: 1. Grant of Option; Consideration. The Company hereby confirms the grant, under and pursuant to the 2003 Non-Employee Directors Compensation Plan (the "Plan"), to Participant on ____________ (the "Date of Grant") of a nonqualified stock option to purchase up to _______ shares of the Company's common stock, par value $.10 per share (the "Shares"), at an exercise price of ______ per share, subject to the terms and conditions set forth herein and in the Plan (the "Option"). The Option granted hereunder is not intended to constitute an incentive stock option within the meaning of Section 422 of the Code. Participant shall be required to pay no consideration for the grant of the Option, but Participant's performance of services to the Company as a director and his or her agreement to abide by the terms set forth in the Plan and this Stock Option Agreement (the "Agreement"), shall be deemed to be consideration for this grant of the Option. 2. Incorporation of Plan By Reference. The Option has been granted to Participant under the Plan, a copy of which previously has been furnished to Participant. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Participant hereby accepts the grant of the Option, acknowledges receipt of the copy of the Plan, and agrees to be bound by all the terms and provisions thereof and hereof (as presently in effect or hereafter amended) and by all decisions and determinations of the Board or Administrator under the Plan. 3. Option Terms. (a) The Option, to the extent not previously forfeited, shall expire at the earlier of (i) ten years after the date of grant, or (ii) one year after Participant ceases to serve as a director of the Company for any reason except that, in the case of a termination due to Mandatory Retirement, any portion of the Option that vests and becomes exercisable at a date following the Mandatory Retirement, as provided in Section 3(b), shall expire one year after the date such portion vests and becomes exercisable. (Note: Portions of any Option that were vested and exercisable at the date of Mandatory Retirement will expire one year after such Mandatory Retirement, but in no event later than ten years after the date of grant). ________________________________________________________________________________ THE DATE OF GRANT OF THIS OPTION IS: ______________ GRANT NUMBER: __________ (b) This Option may be exercised only if and to the extent that it has become exercisable as specified in the Plan and this Agreement. The Option, if not previously forfeited, shall vest and become exercisable in full at the close of business on the June 1 following the Date of Grant; provided, however, that, if the Option has not previously vested or been forfeited, it shall vest and become exercisable in full upon a Change in Control, upon Participant's death, or upon the termination of Participant's service as a director due to Disability; and provided further, that if such Option has not previously vested or been forfeited, it shall vest and become exercisable as to the "Pro Rata Shares," as defined in Section 7(a)(ii)(B) of the Plan, upon a termination of Participant's service as a director due to a voluntary termination of service (i.e. excluding termination due to Disability or Mandatory Retirement. If the Option has not vested and becomes exercisable at the date of Participant's Mandatory Retirement, it shall remain outstanding and vest and become exercisable at the time specified in the second sentence of this Section 3(b), provided that such Option shall vest and become exercisable in full upon a Change in Control or the death of Participant, and the Option shall expire at the end of the one-year period following the date it becomes vested and exercisable as provided in Section 3(a) and this Section 3(b). Except in the case of a Mandatory Retirement or as otherwise determined by the Board, any portion of the Option that has not vested and become exercisable at the time of termination of Participant's service as a director as provided herein will cease to vest and will be forfeited upon such termination. (c) The number of Shares with respect to which the Option may be exercised shall be cumulative so that if, in any of the aforementioned periods, the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which this Option shall then be exercisable along with any other Shares as to which this Option may become exercisable in accordance with its terms. 4. Method of Exercise. (a) The Option may be exercised as to any part of the Shares which may then be purchased by delivery to and receipt by the Secretary of the Company at 450 Winks Lane, Bensalem, Pennsylvania 19020, of a written notice, signed by Participant, specifying the number of Shares which Participant wishes to purchase, accompanied by payment in full of the exercise price therefor in accordance with Section 7(d) of the Plan. As soon as practicable after the receipt of such notice and payment, the Company shall deliver to Participant a stock certificate for the Shares so purchased, with any requisite legend affixed. Subject to the provisions of the Plan, such exercise may include instructions to the Company to deliver Shares due upon exercise of the Option to any registered broker or dealer that will comply with objective exercise procedures designated by the Administrator (a "Designated Broker") in lieu of delivery to Participant. Such instructions must designate the account into which the Shares are to be deposited. Participant may tender the notice of exercise, which has been properly executed by Participant, and the aforementioned delivery instructions to any Designated Broker together with irrevocable instructions to the Designated Broker to promptly deliver to the Company the cash amount sufficient to pay the exercise price, and upon receipt of such payments, the Company will issue Shares and deliver them to such Designated Broker. (b) Subject to Section 7(d) of the Plan, the exercise price of the Option shall be payable in cash or by certified or bank cashier's check, provided, however, that, in lieu of payment in full in cash or by such check, the exercise price may, if and to the extent then permitted by the Administrator, upon written request of Participant, be paid in full or in part by delivery and transfer to the Company of that number of shares of the Company's common stock otherwise owned by Participant with an aggregate fair market value (determined in accordance with procedures for valuing shares as set forth in rules and regulations 2 adopted by the Administrator and in effect at the time Participant's notice of exercise is received by the Company) equal to the aggregate exercise price of that number of Shares for which the Option is being exercised or such lesser portion of the aggregate purchase price as may be specified by Participant (in which case the balance must be paid in cash or by certified or bank cashier's check). 5. Limits on Transfer of Option; Beneficiaries. As provided in and subject to Section 13(a) of the Plan, no right or interest of Participant in the Option shall be pledged, encumbered or hypothecated to or in favor of any third party or shall be subject to any lien, obligation, or liability of Participant to any third party, and the Option shall not be transferable to any third party by Participant otherwise than by will or the laws of descent and distribution, and this Option shall be exercisable, during the lifetime of Participant, only by Participant; provided, however, that Participant will be entitled to designate a beneficiary or beneficiaries to exercise his rights under this Option upon the death of Participant in the manner and to the extent permitted by the Administrator under the Plan. 6. Miscellaneous. (a) This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Option, and supersedes any prior agreements or documents with respect to the Option. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company shall be valid unless in a writing executed in the name and on behalf of the Company, and no such amendment, alteration, suspension, discontinuation, or termination of this Agreement which materially and adversely affects the rights of Participant with respect to the Option shall be valid unless in a writing executed by Participant. (b) Participant will be subject to restrictions on selling Shares acquired upon exercise of the Option or otherwise disposing of such Shares under the Company's policies regulating trading by directors and affiliates, as such policies may be in effect from time to time. Such policies may restricted the times at which such Shares may be sold or otherwise restrict such sales. CHARMING SHOPPES, INC. BY:_____________________________________ (Authorized Officer) PARTICIPANT: ________________________________________ 3 EX-10 3 dirrsu05.txt EXHIBIT 10.2 EXHIBIT 10.2 CHARMING SHOPPES, INC. 2003 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN Restricted Share Units Agreement Agreement (the "Agreement"), dated as of __________, 200__ (the "Grant Date") between Charming Shoppes, Inc. (the "Company") and _____________________ ("Participant"). The Company hereby confirms the grant, under the Section 6(b) of its 2003 Non-Employee Directors Compensation Plan (the "Plan"), on the Grant Date, of Restricted Share Units ("RSUs"). The RSUs are subject to the terms and conditions of the Plan and the provisions of this Agreement, including the Terms and Conditions of RSUs which are included as part of this Agreement. Subject to the terms and conditions of the Plan and this Agreement, each RSU represents the right to receive one Share of the Company's Common Stock at the vesting date specified under the Plan or, if the Participant so elects by completing the "Election Form -- For Deferral of Restricted Stock Units", at a later deferred settlement date. RSUs are subject to a risk of forfeiture and other conditions during the period from the Grant Date to the vesting date (the "Restricted Period"; an elective deferral will not extend this risk of forfeiture). RSUs will vest at the times and to the extent specified under Section 6(b) of the Plan (the June 1 following the Grant Date being the stated vesting date, with earlier vesting in specified cases). By accepting this grant of RSUs, Participant agrees to the terms of this Agreement and agrees to be bound by all the terms and provisions of the Agreement and the Plan (as presently in effect or hereafter amended), and by all decisions and determinations of the Board or the Administrator of the Plan. Participant acknowledges and agrees that, until the end of the applicable Restricted Period, RSUs will be forfeitable and nontransferable as provided in Section 13(a) of the Plan, and that sales of shares after settlement will be subject to any Company's policies regulating trading by directors and affiliates as may then be in effect. CHARMING SHOPPES, INC. By: ________________________ PARTICIPANT By:_________________________ [Name] ________________________________________________________________________________ THE DATE OF AWARD OF THIS RSU IS: _____, 200__ AWARD NUMBER: D-_____ -1- Term and Conditions of RSUs 1. Incorporation of Plan by Reference. The RSUs have been granted to Participant under the Plan, a copy of which has been previously provided to Participant (a copy is available upon request to the Company's Secretary). All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 2. Participant's Account. RSUs are bookkeeping units, and do not constitute ownership of Shares or any other equity security. The Company shall maintain an Account for Participant reflecting the number of RSUs then credited to Participant hereunder as a result of this grant of RSUs and any crediting of additional RSUs to Participant pursuant to payments equivalent to dividends paid on Shares under Sections 6(c) and 9(a) of the Plan ("Dividend Equivalents"). 3. Risk of Forfeiture; Non-Transferability; Insider Trading Policy (a) Risk of Forfeiture. The risk of forfeiture of the RSUs is specified in Section 6(b)(ii) of the Plan. (b) Nontransferability. The RSUs are non-transferable and subject to the other terms specified in Section 13(a) of the Plan. (c) Insider Trading Policy. After settlement of RSUs and delivery of Shares under Section 4, Participant will be subject to restrictions on selling such Shares or otherwise disposing of them under the Company's policies regulating trading by directors and affiliates, as such policies may then be in effect. Such policies may restrict the times at which such Shares may be sold or otherwise restrict such sales. 4. Settlement. (a) Generally. RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents under Sections 6(c) and 9(a) of the Plan, shall be settled by delivery of shares in accordance with the Plan. Settlement of each RSU granted hereunder shall occur upon the vesting of such RSU under Section 6(b) of the Plan, except that settlement shall be deferred in accordance with Section 6(e) of the Plan if Participant has filed a valid Election Form electing to defer settlement of the RSUs, such election to be filed not later than the last business day of the month following the Grant Date (but prior to the actual vesting date in all cases). Any elective deferral shall be subject to Section 409A of the Internal Revenue Code, and the terms of the RSUs and deferral shall conform to the requirements thereunder in all respects. If an election to defer does not meet the requirements of Section 409A, it shall be ineffective hereunder and shall be disregarded. (b) Delivery of Shares. The Company may make delivery of Shares by either delivering one or more certificates representing such Shares to the Participant, registered in the name of the Participant (and any joint name, if so directed by the Participant), or by depositing such Shares into an account maintained for the Participant (or of which the Participant is a joint owner, with the consent of the Participant) established in connection with the Company's Employee Stock Purchase Plan or another Plan or arrangement providing for investment in Common Stock and under which the Participant's rights are similar in nature to those under a stock brokerage account. If the Company determines to settle RSUs by making a deposit of Shares into such an account, the Company may settle any fractional share of RSUs by means of such deposit. In other circumstances or if so determined by the Company, the Company shall instead pay cash in lieu of fractional shares, on such basis as the Administrator may determine. In no event will the Company in fact issue fractional shares. -2- (c) Effect of Settlement. Upon settlement of the RSUs, all obligations of the Company in respect of such RSUs shall be terminated. 5. Miscellaneous. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement (including the Plan and any Election Form) constitutes the entire agreement between the parties with respect to the RSUs granted hereby, and supersedes any prior agreements or documents with respect to such RSUs. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially and adversely affect the rights of Participant with respect to the RSUs shall be binding upon the party so affected unless such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the party so affected. -3- -----END PRIVACY-ENHANCED MESSAGE-----