(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2014, EveryWare Global, Inc. (the "Company"), issued a press release,
announcing that it has hired Samie A. Solomon as its Chief Executive Officer and
President. Mr. Solomon had previously served as the Company's Interim Chief
Executive Officer and President. In connection with Mr. Solomon's hiring, the
Company and Mr. Solomon entered into an Employment Agreement, dated as of
June 9, 2014 (the "Employment Agreement"). The Employment Agreement replaces in
its entirety the Employment Agreement entered into by and between the Company
and Mr. Solomon on February 21, 2014 in connection with Mr. Solomon's
appointment on an interim basis. The Employment Agreement has an initial term
ending June 1, 2016 and automatically renews on each anniversary of such date,
unless the Company or Mr. Solomon provides notice of termination of the
Employment Agreement at least sixty (60) days prior to June 1, 2016 or each
anniversary of such date. Mr. Solomon's initial base salary under the Employment
Agreement is $600,000 per year, subject to annual review by the Company's Board
of Directors (the "Board") and Mr. Solomon's target annual incentive bonus is
75% of his base salary with a range between 0% and 150%, with up to 50% of
Mr. Solomon's annual incentive bonus payable in restricted shares of the
Company's common stock that vest over the succeeding two years or, if earlier,
upon a change in control of the Company (as defined in the applicable restricted
share grant agreement). Additionally, Mr. Solomon will receive grants of options
to purchase 210,000 shares of the Company's common stock. Provided that
Mr. Solomon remains employed by the Company through each respective date, 70,000
of the options will be granted on June 9, 2014 and will vest ratably each month
through June 1, 2016; an additional 70,000 options will be granted on June 1,
2015 and will vest ratably each month through June 1, 2017; and an additional
70,000 options will be granted on June 1, 2016 and will vest ratably each month
through June 1, 2018. The vesting period for each tranche of options actually
granted may accelerate under certain circumstances.
In addition, Mr. Solomon is entitled to reimbursement of up to $100,000 for the
actual, reasonable, out-of-pocket expenses that Mr. Solomon incurs in connection
with the relocation of his household and family to the greater Columbus, Ohio
The Employment Agreement provides that if Mr. Solomon's employment is terminated
by the Company other than for Cause (as defined in the Employment Agreement) or
if Mr. Solomon terminates his employment for Good Reason (as defined in the
Employment Agreement), in each case prior to the termination of the Employment
Agreement, then Mr. Solomon will be entitled to all accrued and unpaid salary,
bonus and other benefits and continuation of his then current salary for a
period of six (6) months post-termination. Further, if the above described
termination occurs after Mr. Solomon relocates to the greater Columbus, Ohio
area, then the continuation of his salary will be extended to nine (9) months,
and if Mr. Solomon is terminated prior to April 15, 2015, then the continuation
of his salary will be extended to twelve (12) months. The post-termination
payments described above are subject to Mr. Solomon's execution of a release and
waiver of certain claims and his compliance with certain restrictive covenants,
including an eighteen (18)-month noncompetition covenant and two-year
Item 8.01. Other Events.
On June 9, 2014, the Company issued a press release announcing its intention to
reopen the Lancaster facility the week of June 9, 2014. As previously disclosed,
the Company temporarily shut down the Lancaster facility on May 15, 2014 as part
of its efforts to conserve cash and reduce glassware inventory. The Company
partially reopened its Monaca facility on June 2, 2014.
The Company also announced that it would complete a reduction in force at its
Lancaster, Ohio facility over the next few weeks and will seek additional ways
to conserve cash and reduce expenses through continued cost cutting measures.
Item 9.01. Financial Statements and Exhibits.
10.1 Employment Agreement, dated as of June 9, 2014, between the Company
and Samie A. Solomon.
99.1 EveryWare Global, Inc. Press Release, dated June 9, 2014.
99.2 EveryWare Global, Inc. Press Release, dated June 9, 2014.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 21E of the Exchange Act. For this purpose, any statements
contained herein that are not statements of historical fact or statements
regarding the Company's plans for its facilities, financial covenant compliance
and financial position and liquidity, may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe," "seek,"
"target," and similar expressions are intended to identify forward-looking
statements. The important factors discussed in "Item 1A - Risk Factors" of the
Company's Annual Report on Form 10-K, among others, could cause actual results
to differ materially from those indicated by forward-looking statements made
herein and presented elsewhere by management from time to time. Such
forward-looking statements represent management's current expectations and are
inherently uncertain. Investors are warned that actual results may differ from
management's expectations. Additionally, various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including, but not limited to, such risks
relating to (i) general economic or business conditions affecting the markets we
serve; (ii) our ability to generate sufficient cash or otherwise have sufficient
liquidity to continue our operations; (iii) our ability to return to compliance
with the financial covenants in our debt agreements; (iv) our ability to amend
our current debt agreements if we are not otherwise able to return to compliance
with the financial covenants contained therein; and (v) our ability to obtain
future financing. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by such cautionary statements.