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): April 6, 2006 (March 31,
2006)
CONCORD
CAMERA CORP.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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13-3152196
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
Number)
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0-17038
(Commission
File Number)
4000
Hollywood Boulevard, 6th
Floor
North Tower,
Hollywood, Florida 33021
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (954) 331-4200
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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.
The
information set forth below under Item 5.02(c) relating to the amended Terms
of
Employment of each of Blaine A. Robinson and Scott L. Lampert is also responsive
to this Item 1.01 and is hereby incorporated into this Item by
reference.
As
disclosed in a Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “Commission”) on November 29, 2005, the Board of Directors (the
“Board”) of Concord Camera Corp. (the “Company”) appointed Gerald J. Angeli to
the newly created position of Senior Vice President, Director of Operations
on
November 22, 2005. As of April 1, 2006, in accordance with the recommendation
of
the Company’s Chief Executive Officer, the Compensation and Stock Option
Committee (the “Committee”) of the Board approved an increase, effective January
1, 2006, in Mr. Angeli’s annual base salary, from $200,000 to $250,000.
Effective January 1, 2006, Mr. Angeli was no longer paid an overseas allowance
of $25,000 per annum.
As
of
April 3, 2006, the Board appointed Mr. Angeli to serve as an Assistant Secretary
of the Company in addition to his then current duties.
The
Company and Mr. Angeli entered into Amendment No. 5 dated April 3, 2006 (the
“Angeli Amendment”) to Mr. Angeli’s Terms of Employment having an effective date
of April 17, 2000. The Angeli Amendment memorialized the above actions of the
Board and the Committee with respect to his Terms of Employment and is attached
to this report as Exhibit 10.1 and
incorporated herein by reference. The description set forth in this report
of
the amended terms and conditions of Mr. Angeli’s employment with the Company is
qualified in its entirety by reference to the full text of the Angeli Amendment.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
As
previously disclosed in a Current Report on Form 8-K filed with the Commission
on December 27, 2005 (the “December 27 Report”), the term of employment with the
Company of each of Keith L. Lampert (“Keith Lampert”), former Executive Vice
President and Chief Operating Officer of the Company, and Harlan I. Press
(“Press”), former Vice President, Treasurer, Principal Financial Officer and
Assistant Secretary of the Company, was extended for three months through March
31, 2006 and the ending date of the employment of Alan Schutzman (“Schutzman”
and together with Keith Lampert and Press, the “Separating Executives”), former
Senior Vice President, General Counsel and Secretary of the Company, was changed
from September 14, 2006 to (and including) March 31, 2006. Each of the
Separating Executives separated from the Company and its subsidiaries and
affiliates, and concluded the term of his employment with the Company and its
subsidiaries and affiliates, effective as of the close of business on March
31,
2006.
(c)
On
March 31, 2006, the Board appointed Blaine A. Robinson to the position of Vice
President — Finance, Treasurer and Assistant Secretary and Scott L. Lampert
to the position of Vice President, General Counsel and Secretary effective
April
1, 2006. The Board also appointed Mr. Robinson to serve as the Company’s
Principal Financial Officer effective April 1, 2006.
On
March
31, 2006, in accordance with the recommendation of the Company’s Chief Executive
Officer, the Committee approved (i) an increase, effective February 11, 2005,
in
Mr. Robinson’s annual base salary from $159,000 to $175,000 and in his monthly
car allowance from $500 to $750; (ii) an increase, effective April 1, 2006,
in
Mr. Robinson’s annual base salary from $175,000 to $210,000, a further increase,
effective October 1, 2006, in his annual base salary from $210,000 to $220,000,
provided he has met certain performance objectives to be mutually agreed upon
by
the Chief Executive Officer and Mr. Robinson, and severance of four (4) months
base salary and car allowance if the Company terminates his employment at any
time without “cause” (as such term is defined in his Terms of Employment
effective February 11, 2003 (the “Robinson TOE”)); and (iii) an increase,
effective April 1, 2006, in Mr. Scott Lampert’s annual base salary from $175,000
to $210,000, a further increase, effective October 1, 2006, in his annual base
salary from $210,000 to $220,000, provided he has met certain performance
objectives to be mutually agreed upon by the Chief Executive Officer and Mr.
Scott Lampert, and severance of four (4) months base salary and car allowance
if
the Company terminates his employment at any time without “cause” (as such term
is defined in his Terms of Employment effective August 1, 2001 (the “Scott
Lampert TOE”)).
Mr.
Robinson, 47, joined the Company in February 2003 as
Corporate Controller of the Company and has served as the Company’s Principal
Accounting Officer since September 20, 2004. Prior to joining the Company,
from
May
2002 to February 2003, Mr. Robinson was employed by Spherion Corporation and
served as a financial and accounting consultant to the Company. Previously,
Mr. Robinson was Chief Financial Officer of Green2go.com, Inc. from March
2000 to September 2001 and Assistant Corporate Controller of AutoNation, Inc.
from March 1997 to March 2000. Mr. Robinson is a member of the American
Institute of Certified Public Accountants, the Florida Institute of Certified
Public Accountants and Financial Executives Institute.
Mr.
Scott
Lampert, 44, who is no relation to Ira B. Lampert, the Company’s Chairman, Chief
Executive Officer and President, joined the Company in May 1999 as
Patent/Intellectual Property Attorney and served as Intellectual Property and
Business Development Counsel from August 2001 until August 2005 and as Associate
General Counsel of the Company from August 2005 until taking up his new duties
as Vice President, General Counsel and Secretary of the Company effective April
1, 2006. Prior to joining the Company, Mr. Scott Lampert was in private
practice. He holds a Juris Doctor cum
laude from
Nova
Southeastern University, a Masters of Business Administration from Fordham
University and a Bachelor of Science in Engineering from Tulane University
and
is a member of the Florida Bar and is licensed to practice before the United
States Patent and Trademark Office.
As
of
April 1, 2006, the Company and Mr. Robinson entered into Amendment No. 2
(“Amendment No. 2”) and Amendment No. 3 (“Amendment No. 3”) to the Robinson TOE
and the Company and Mr. Scott Lampert entered into Amendment No. 1 (“Amendment
No. 1”; and together with Amendments Nos. 2 and 3 to the Robinson TOE, the
“Amendments”) to the Scott Lampert TOE. The Amendments memorialized the above
actions of the Board and the Committee.
Each
of
the Robinson TOE and the Scott Lampert TOE also (i) provide for automatic annual
renewals of the executive’s employment with the Company until terminated either
by the Company for “cause” (as defined therein) or at any time by either party
for any reason or no reason with thirty (30) days’ prior written notice; and
(ii) prohibit the executive from competing with the Company for twelve (12)
months following termination of his employment with the Company.
The
description set forth in this report of the Amendments is qualified in its
entirety by reference to the full text of each of Amendments Nos. 2 and 3 to
the
Robinson TOE, attached hereto as Exhibits 10.2 and 10.3, respectively, and
incorporated herein by reference, and to the full text of each of Amendment
No. 1 to the Scott Lampert TOE and the Scott Lampert TOE, attached hereto as
Exhibits 10.4 and 10.5, respectively, and incorporated herein by
reference.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
(a)
On
and effective April 3, 2006, the Board approved the Company’s revised and
restated Code of Conduct (the “Code”), which is the Company’s code of ethics
that applies to all employees, officers and directors of the Company, called
“affiliates” in the Code.
The
revisions consist of technical and non-substantive amendments to clarify and
streamline sections of the Code and the addition of a cover letter addressed
to
all employees of the Company and its subsidiaries, as well as the following
additional provisions that are noteworthy:
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Section
II was added to clarify the fundamental purpose of the Code: to deter
business acts or omissions by the Company’s affiliates that may violate
laws, policies or standards of business ethics and to assure that
any
threatened or actual violations are detected as early as possible.
Section
II also sets forth the general principles underlying the Code, which
are
built on honesty, integrity and
openness.
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| § |
Section
III(2) generally incorporates into the Code other policy statements
and
compliance documents that the Company has issued or may issue in
the
future.
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Section
VI was added to emphasize that a core value of the Company is that
all
corporate actions must be ethical in order for such actions to comply
with
the Code.
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Section
VIII, “Securities Trading,” was revised to conform more closely to the
Company’s Securities Law Compliance
Policy.
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Section
XIV, “Export Controls and International Trade Sanctions,” was added to
incorporate into the Code the Company’s recently adopted Export &
International Trade Statement of
Policy.
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Section
XVI was added to put affiliates on notice as to the danger inherent
in
signing documents that may legally bind the
Company.
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Section
XXI was updated with the names and contact information of the individuals
to whom affiliates should address issues and questions in connection
with
the Code.
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The
revised and restated Code of Conduct has been posted on the Company’s website,
www.concord-camera.com.
The
revised and restated Code of Conduct is annexed to this report as Exhibit 14.1
and should be read in its entirety due to the significant revisions made to
it.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
of
Exhibit
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10.1
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Amendment
No. 5 to Terms of Employment of Gerald J. Angeli with Concord Camera
Corp.
dated April 3, 2006
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10.2
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Amendment
No. 2 to Terms of Employment of Blaine Robinson with Concord Camera
Corp.
dated April 1, 2006
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10.3
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Amendment
No. 3 to Terms of Employment of Blaine Robinson with Concord Camera
Corp.
dated April 1, 2006 (exclusive of Exhibits C, D and E thereto, which
were
each previously filed with the Commission as exhibits to the Company’s
Annual Report on Form 10-K for the year ended July 3, 2004 and are
incorporated herein by reference)
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10.4
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Amendment
No. 1 to Terms of Employment of Scott L. Lampert with Concord Camera
Corp.
dated April 1, 2006 (exclusive of Exhibits C, D and E thereto, which
were
each previously filed with the Commission as exhibits to the Company’s
Annual Report on Form 10-K for the year ended July 3, 2004 and are
incorporated herein by reference)
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10.5
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Terms
of Employment of Scott L. Lampert with Concord Camera Corp. effective
August 1, 2001.
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14.1
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Concord
Camera Corp. Code of Conduct (Rev.
3-30-06)
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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 thereunto
duly authorized.
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CONCORD
CAMERA
CORP. |
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| Date:
April 6, 2006 |
By: |
/s/ Scott
L.
Lampert |
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Scott
L. Lampert, Vice President, |
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General
Counsel and Secretary |