-----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, I9Czl+mQRopZ60AVtw0w9iF3E0RfrF3W5fiZWMKaxDGKkvM20UXlu4TsWSQrVbhK HEOjzFPGIkCwgjyWSJiR3g== 0000893220-07-003462.txt : 20071029 0000893220-07-003462.hdr.sgml : 20071029 20071029092511 ACCESSION NUMBER: 0000893220-07-003462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071029 DATE AS OF CHANGE: 20071029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSS INDUSTRIES INC CENTRAL INDEX KEY: 0000020629 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 131920657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02661 FILM NUMBER: 071195078 BUSINESS ADDRESS: STREET 1: 1845 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155699900 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 8-K 1 w41476e8vk.htm FORM 8-K e8vk
 

 
 
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 25, 2007
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 Employee
Identification No.)
         
1845 Walnut Street, Philadelphia, PA   19103
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:                               (215) 569-9900                              
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.
(d)   (1)      On October 25, 2007, the Board of Directors of CSS Industries, Inc. (the “Company”) increased the number of directors of the Company from seven to eight and filled the resulting vacancy by electing John J. Gavin as a member of the Company’s Board of Directors.
 
    (2)      There are no arrangements or understandings between Mr. Gavin and any other persons pursuant to which Mr. Gavin was selected as a director.
 
    (3)      Mr. Gavin was elected as a member of the Human Resources Committee of the Board of Directors of the Company on October 25, 2007.
 
    (4)      With respect to Mr. Gavin and members of his immediate family, there have been no past transactions and there are no currently proposed transactions described in Item 404(a) of Regulation S-K.
 
    (5)      Mr. Gavin will participate in the same compensation arrangements as the Company’s other non-employee directors. These arrangements are as follows:
(i)      Each non-employee director receives an annual fee of $25,000, plus $1,000 for attendance at each Board and Board Committee meeting and for each consultation with management or another member of the Board or with a Board or Board Committee advisor or consultant pertaining to the activities of the Board or any Board Committee of which such director is a member, except that the fee for attendance at Board or Board Committee meetings or consultations held telephonically and of not more than one hour in duration is $500.00. In addition, the chairperson of the Human Resources Committee and of the Nominating and Governance Committee each receive an additional annual fee of $5,000, and the chairperson of the Audit Committee receives an additional annual fee of $10,000.
(ii)      Each non-employee director is eligible to participate in the Company’s 2006 Stock Option Plan for Non-Employee Directors (the “2006 Stock Plan”). The 2006 Stock Plan provides for the automatic grant to each non-employee director, on the last day on which our common stock is traded in each November through the year 2010, of nonqualified stock options to purchase 4,000 shares of CSS common stock at an exercise price per share equal to the closing price per share of CSS common stock on the date the stock options are granted. Each option granted under the 2006 Stock Plan expires five years after the date the option was granted. Twenty-five percent of the shares underlying each stock option grant become exercisable on each of the first four anniversaries of the date of grant. These installments are cumulative and exercisable during the remainder of the term of the option.

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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.
         
  CSS Industries, Inc.
(Registrant)
 		  
  By:   /s/ William G. Kiesling   
    William G. Kiesling   
    Vice President -- Legal and Human Resources and General Counsel   
 
Date: October 29, 2007

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