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): Sept. 11, 2008
RADIOSHACK
CORPORATION
(Exact name of
registrant as specified in its charter)
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Delaware
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1-5571
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75-1047710
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(State or
other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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Mail Stop CF3-203,
300 RadioShack Circle, Fort Worth,
Texas 76102
(Address of
principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code: (817) 415-3700
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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
1
Item
1.01 Entry into a Material Definitive Agreement.
See Item 5.02 for a
discussion of the change in base salary for Mr. Bryan Bevin, RadioShack
Corporation’s (the “Company”) Executive Vice President – Store
Operations.
Item
1.02 Termination of a Material Definitive Agreement
On
September 11, 2008, the Company terminated its $300 million Five Year Credit
Agreement dated dated June 16, 2004 (the “Credit Facility”). The
Credit Facility was terminated because it was no longer needed by the Company as
a result of the company having recently issued $375 million in
aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due
2013 (the “Original Notes”). The Company did not incur any
penalties associated with the termination.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 11, 2008, the Board of Directors of the Company increased the base
salary of Mr. Bryan Bevin, Executive Vice President – Store Operations, from
$425,000 per year to $500,000 per year, effective September 12,
2008.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
September 11, 2008, the Board of Directors of RadioShack Corporation (the
“Company”) adopted Amended and Restated Bylaws. The Amended and
Restated Bylaws became effective immediately upon their adoption by the
Board. The amendments are summarized below.
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·
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The voting
standard in uncontested director elections was changed from plurality
voting to a majority of votes cast. A majority of the votes
cast means that the number of shares voted “for” a director must exceed
the number of votes cast “against” that director. In contested
elections, the voting standard will continue to be a plurality of the
shares represented in person or by proxy and entitled to vote on the
election of directors. (Article II, Sections 2 and
6)
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·
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Any
stockholder who requests a special meeting must include with that request
a notice setting forth the same information a stockholder is required to
provide under the amended advance notice provisions of Article II, Section
9. (Article II, Section
3)
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·
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An express
reference to the requirements of the Delaware General Corporation Law
(“DGCL”) requiring that the Company provide notice of an annual or special
meeting and fix a record date no less than ten days and no more than 60
days before the meeting were added. (Article II, Section 4;
Article VI, Section 4)
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·
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The Bylaws
now reflect that the chairman of a
meeting of stockholders also may adjourn the meeting to another
time if a quorum is not present. (Article II, Section
5)
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2
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·
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The time
frame for stockholders to give notice to the Company of their intent to
nominate directors or propose other business at an annual meeting was
changed from 120 days prior to the first anniversary of filing the proxy
statement for the prior year’s meeting to no earlier than the close of
business on the 120th day and no later than the close of business on the
90th day prior the first anniversary of the preceding year’s annual
meeting of stockholders. Accordingly, for the 2009 annual
meeting of stockholders, to be timely, a stockholder’s notice must be
received at the Company’s principal executive offices not earlier than the
close of business on January 15, 2009, and not later than the close
of business on February 14, 2009. (Article II,
Section 9)
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·
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Additional
information is required from a stockholder who wishes to propose a
nomination or other business at a stockholder meeting. Among
other things, a stockholder must provide information about any agreement,
arrangement or understanding that has the effect or intent of mitigating
loss, managing risk or benefit from changes in the share price of any
class or series of Company shares, or increasing or decreasing voting
power with respect to Company shares, including any derivative or short
positions, profit interests, options, hedging transactions, and borrowed
or loaned shares. In addition, the stockholder must provide the
Company with a written update of certain of the information required to be
included in the notice within five business days after the record date of
the meeting. (Article II, Section
9)
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·
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The time
frame for proposing a nomination at special meetings of stockholders
called by the Board of Directors for the purpose of electing directors was
revised to be not earlier than the close of business on the 90th day and
not later than the close of business on the later of the 60th day prior to
such special meeting or the 10th day following the day public announcement
of the meeting is first made. (Article II,
Section 9)
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·
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The vote
generally required for action by the Board is a majority of the directors
present at a duly held meeting at which a quorum is present, consistent
with DGCL Section 141(b). (Article III, Section
5)
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·
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References to
the Executive Committee were removed to reflect that the Board unanimously
determined on May 15, 2008 that the Executive Committee would no longer
continue to meet. (Article III, Section 6; Article IV; Article
V, Section 8)
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·
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Provisions
relating to the time period during which the Board may close the Company’s
transfer books were removed. (Article I, Section
6; Article VI, Section
4)
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·
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The provision
requiring inclusion in the notice of the next stockholder meeting for the
election of directors information about any Bylaws that were adopted,
amended or repealed that regulate an impending election of directors was
deleted. (Article XIII, Section
2)
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·
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The
indemnification provisions were amended to provide that the rights granted
under the indemnification provision apply only to the Company’s directors,
officers and employees and not to agents. (Article
XIV)
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3
The preceding
description is qualified in its entirety by reference to the Company’s Amended
and Restated Bylaws, which are filed as Exhibit 3.1 to this report and are
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
Sept. 11, 2008, the Board of Directors of the Company adopted Amended and
Restated Bylaws.
The news release
issued on Sept. 16, 2008, is furnished as Exhibit No. 99.1 hereto.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Item 701 of this Current Report on Form 8-K, together with Exhibit 99.1,
are being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section, and such information and Exhibits
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Item
9.01. Financial
Statements and Exhibits.
Exhibit
No.
3.1 Amended and Restated Bylaws
of RadioShack Corp.
99.1 Press
Release
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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.
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RadioShack
Corporation
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(Registrant)
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Date: September
16, 2008
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/s/
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James F.
Gooch
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James F.
Gooch
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Executive
Vice President –
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Chief
Financial Officer
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(Principal
Financial Officer)
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5
EXHIBIT
INDEX
Exhibit
No.
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3.1
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Amended and
Restated Bylaws of RadioShack Corp.
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99.1
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Press
Release
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6