ccs031709_8k.htm
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): March 11, 2009
___________
CIRCUIT
CITY STORES, INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-5767
(Commission
File Number)
|
54-0493875
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
9950
Mayland Drive
Richmond,
Virginia
(Address
of principal executive offices)
|
23233
(Zip
Code)
|
Registrant’s
telephone number, including area code: (804) 486-4000
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.
|
(b) As
set forth in Item 5.03 below, the Board of Directors of Circuit City Stores,
Inc. (the “Company”) determined to reduce its size to five members as the
Company continues to take the necessary steps to liquidate the assets of the
Company and its subsidiaries as part of the Company’s reorganization proceedings
under Chapter 11 of the United States Bankruptcy Code. As a result,
on March 11, 2009, each of Carolyn H. Byrd, James F. Hardymon, Lyle G.
Heidemann, J. Patrick Spainhour, Ronald L. Turner, Elliott Wahle and Carolyn Y.
Woo resigned as a director of the Company effective as of that
date. There was no disagreement between any of these individuals and
the Company on any matter relating to the Company’s operations, policies or
practices.
In addition, as it has previously
reported, on January 16, 2009, the Company provided notice to each of its
employees that it is anticipated that each employee’s employment with the
Company will terminate on March 21, 2009 or a date within 14 days thereafter
that the Company may subsequently provide. The employees that
received this notice included the following individuals who are principal or
named executive officers of the Company: James A. Marcum, Vice
Chairman, Acting President and Chief Executive Officer and a director of the
Company; John T. Harlow, Executive Vice President and Chief Operating Officer;
Reginald D. Hedgebeth, Senior Vice President, General Counsel and Secretary;
Eric A. Jonas, Jr., Senior Vice President – Human Resources; and Michelle O.
Mosier, Vice President and Controller and the Company’s principal financial
officer and principal accounting officer. The Company’s employment of
Messrs. Harlow, Hedgebeth and Jonas will now terminate on March 21,
2009. The Company will continue to employ Mr. Marcum and Ms. Mosier
for an undetermined period of time to manage the process to liquidate the assets
of the Company and its subsidiaries as part of the Chapter 11
proceedings.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
(a) On
March 11, 2009, the Company adopted an amendment to its bylaws (the “Bylaws”).
The amendment revised Section 2.2 of the Bylaws to decrease the size of the
Company’s Board of Directors from 13 to five directors.
The full
text of the Bylaws, as amended to date, is attached as Exhibit 3.1 to this
report.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
| |
Exhibit
No. |
Description |
|
|
3.1
|
Circuit
City Stores, Inc. Bylaws, as amended March 11,
2009
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
CIRCUIT
CITY STORES, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
Date: March
17, 2009
|
By: /s/Reginald D.
Hedgebeth
|
|
|
Reginald
D. Hedgebeth
|
|
|
Senior
Vice President,
|
|
|
General
Counsel and Secretary
|
EXHIBIT
INDEX
| |
Exhibit
No. |
Description |
|
|
3.1
|
Circuit
City Stores, Inc. Bylaws, as amended March 11,
2009
|