UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 11, 2006
-----------------------------
ESCALADE, INCORPORATED
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Indiana
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-6966 13-2739290
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
817 Maxwell Avenue, Evansville, Indiana 47711
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(260) 569-7208
--------------------------------------------------------------------------------
(Registrant'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 registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the appointment of Daniel A. Messmer as the President and
Chief Executive Officer of Escalade, Incorporated, the Compensation Committee of
Escalade's Board of Directors met and reviewed his annual compensation. The
Compensation Committee then met with the other independent directors and
unanimously approved a $240,000 annual base salary for Mr. Messmer in 2006. Mr.
Messmer will continue to be eligible to participate in Escalade's bonus and
incentive plans, but no additional awards were made to Mr. Messmer at this time.
Section 5 - Corporate Governance and Management
Item 5.02(c) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On August 11, 2006, the Board of Directors unanimously appointed Daniel A.
Messmer as Escalade's President and Chief Executive Officer taking over from
Robert E. Griffin who was acting as the interim Chief Executive Officer since
April 19, 2006. Mr. Griffin will continue to serve as Escalade's Chairman of the
Board of Directors.
Mr. Messmer, age 52, joined Escalade Sports in 1976 and served as its President
from 1996 until April 2005. Since April 2005, Mr. Messmer has served as
President of Martin Yale. Mr. Messmer will continue to serve as President of
Martin Yale in addition to his increased duties as Escalade's President and
Chief Executive Officer. Both Escalade Sports and Martin Yale are subsidiaries
of Escalade. Mr. Messmer has no family relationship with any other executive
officer or director of Escalade.
Item 8.01 - Other Events
On August 14, 2006, Escalade issued the press release attached hereto as Exhibit
99.1 announcing the appointment of Mr. Messmer as President and Chief Executive
Officer.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
------- -----------
99.1 Press release dated August 14, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Escalade, Incorporated has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: August 14, 2006 ESCALADE, INCORPORATED
By: /s/ TERRY D. FRANDSEN
-------------------------------------
Terry D. Frandsen, Vice President and
Chief Financial Officer
2