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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): MAY 31, 2005
ANGELICA CORPORATION
(Exact name of Company as specified in its charter)
MISSOURI 1-5674 43-0905260
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
(314) 854-3800
(Company'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 Company 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As discussed in Item 5.02 below, Angelica Corporation (the
"Company") announced on June 1, 2005 that it has hired David A. Van Vliet to
serve as the Company's President and Chief Operating Officer effective June
6, 2005. In connection with his hiring, the Company and Mr. Van Vliet have
entered into an employment agreement, dated June 1, 2005. A description of
this employment agreement, a copy of which is attached hereto as Exhibit
10.1, is set forth in Item 5.02 below and both Item 5.02 and Exhibit 10.1
are incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
The Company announced in a press release on June 1, 2005
that it had hired David A. Van Vliet, age 50, to serve as the Company's
President and Chief Operating Officer effective June 6, 2005. A copy of the
press release is attached hereto as Exhibit 99.1. Mr. Van Vliet's positions
with the Company will be covered by an employment agreement, dated June 1,
2005, by and between the Company and Mr. Van Vliet (the "Employment
Agreement").
Prior to joining the Company, Mr. Van Vliet was President
& CEO of Growing Family, Inc., a leader in infant photography in hospitals
and customized marketing to young families, since 1996.
Mr. Van Vliet's annual base salary under the Employment
Agreement will be $310,0000 and he will have the opportunity to earn a
maximum of 100% of his annual base salary in the form of an annual incentive
bonus and 60% of his annual base salary in long-term incentive bonus awards
upon meeting criteria to be set by the Company's Board of Directors. The
amount of Mr. Van Vliet's maximum annual incentive bonus for the Company's
current fiscal year will be prorated to reflect the portion of the fiscal
year that he was employed by the Company; provided that the actual amount of
annual incentive bonus awarded to him for the Company's current fiscal year
will not be less than $124,000.
Under the Employment Agreement, the Company will make
one-time grants of stock options to Mr. Van Vliet for a total of 100,000
shares as an inducement to accept employment as its President and Chief
Operating Officer. All of the options will have a grant date of June 6,
2005, a term of ten years and will vest and become exercisable January 28,
2006. Options to purchase 50,000 shares will be exercisable at an exercise
price equal to the closing market price of the Company's common stock on
June 3, 2005. Options to purchase 25,000 shares will be exercisable at an
exercise price equal to 105% of closing market price of the Company's common
stock on June 3, 2005. Options to purchase 25,000 shares will be exercisable
at an exercise price equal to 110% of closing market price of the Company's
common stock on June 3, 2005.
The Employment Agreement also provides that the Company
will issue 20,000 shares of restricted stock to Mr. Van Vliet on June 6,
2005. Unless vested sooner upon the occurrence of a change in control of the
Company, up to 4,000 shares of the restricted stock will vest after the end
of each fiscal year. The number of shares that will vest will be based on
the achievement of performance goals tied to increases in net revenue and
gross margin from continuing operations. Any shares that do not vest in a
particular evaluation period will be eligible to vest in future periods if
the performance goals are met on a cumulative basis.
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The Employment Agreement also provides that Mr. Van Vliet
will be eligible to participate in the Company's supplemental retirement
benefits program at a maximum rate of 40% and all other welfare and benefit
plans generally available to other peer executives of the Company.
Mr. Van Vliet will also receive a one time payment of
$50,000 upon his purchase of a residence in Atlanta to cover his relocation
costs as well as reimbursement of moving expenses actually incurred. He may
also receive a one time payment of $25,000 upon obtaining membership in a
country club and will receive reimbursement on a continuing basis for
certain travel expenses, country club membership dues and leased vehicle
payments.
The Employment Agreement provides for salary continuation
for twelve months upon termination of Mr. Van Vliet's employment by the
Company without cause or by Mr. Van Vliet for good reason where such
termination occurs prior to and not in connection with a change in control.
Upon such employment termination, the Company will also continue to make
available to Mr. Van Vliet, and his immediate family members who are
eligible, equivalent medical and health benefits, at the same cost to Mr.
Van Vliet as prior to termination, until reasonably comparable benefits
become available to Mr. Van Vliet and his family, but in no case longer than
12 months after termination. Also, any stock options held by Mr. Van Vliet
at the date of termination that are scheduled to vest in the 12 months after
his termination will immediately vest and become exercisable.
If Mr. Van Vliet's employment is terminated in anticipation
of, or within one year following, a change in control transaction by the
Company without cause or by Mr. Van Vliet for good reason, then under the
terms of his Employment Agreement he will receive within 30 days a lump-sum
severance payment equal to one and one-half times his then-current annual
salary, his prorated maximum annual incentive bonus for the year of
termination and immediate vesting of all unvested stock options and
restricted stock that he holds. Mr. Van Vliet, and his immediate family
members who are eligible, will also be entitled to continuation of
equivalent medical and health benefits for two years after termination, at
the same cost to Mr. Van Vliet as prior to termination, provided, however,
that if Mr. Van Vliet becomes eligible to receive such benefits from a new
employer, the benefits under the Company's plan will be secondary to the new
employer's plan. The Company will also credit Mr. Van Vliet with five years
of additional service under the Company's supplemental retirement plan.
Mr. Van Vliet may also be eligible for reduced benefits if
he terminates his employment with the Company without good reason within six
months after a change in control, including a lump-sum severance payment
equal to one-half of his annual base salary, the immediate vesting of all of
his unvested stock options and restricted stock and five years of additional
credited service under the Company's supplemental retirement plan. If Mr.
Van Vliet continues his employment with the Company after a change in
control, he will be eligible to receive a retention bonus equal to one and
one-half times his then-current annual base salary as well as his prorated
maximum annual bonus for the year that the change in control occurs, payable
in two equal installments on the six-month and one-year anniversary of the
change in control. He will also receive five years of service credit under
the Company's supplemental pension plan in this circumstance.
The Employment Agreement also contains non-compete and
non-solicitation covenants that extend for one year after termination of Mr.
Van Vliet's employment as well as confidentiality provisions protecting the
confidential data and information of the Company.
3
This description of the Employment Agreement is qualified
by reference to the complete agreement that is attached as Exhibit 10.1
hereto and is incorporated herein by reference.
The Company also announced that effective May 31, 2005,
Paul Anderegg had resigned as Vice President of the Company and President of
Angelica Textile Services, one of the Company's subsidiaries. The operations
that previously reported to Mr. Anderegg will now report to Mr. Van Vliet.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Not applicable.
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(b) Pro forma financial information. Not applicable.
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(c) Exhibits. See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 6, 2005
ANGELICA CORPORATION
By: /s/ James W. Shaffer
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James W. Shaffer
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement, dated June 1, 2005, by and between the
Company and David A. Van Vliet.
99.1 Press Release dated June 1, 2005.
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