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): February 9, 2015
Aéropostale, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | | 001-31314 (Commission File Number) | | 31-1443880 (IRS Employer Identification No.) |
112 West 34th Street, 22nd Floor, New York, New York 10120
(Address of principal executive offices, including Zip Code)
(646) 485-5410
(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 Instructions A.2. below):
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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| On February 9, 2015, Aéropostale, Inc. (the “Company”) announced that Marc D. Miller, age 45, the Company’s Executive Vice President and Chief Financial Officer, has been appointed Executive Vice President and Chief Operating Officer of the Company, effective February 9, 2015. Since March 2012, Mr. Miller has served as Executive Vice President and Chief Financial Officer, and from December 2010 until March 2012 as Senior Vice President and Chief Financial Officer. Mr. Miller served as Senior Vice President of Strategic Planning, Business Development and E-Commerce from April 2007 to December 2010, as Group Vice President of Strategic Planning, Business Development and E-Commerce beginning April 2006, and as Vice President of Strategic Planning and Business Development starting February 2005. Prior to joining the Company, Mr. Miller held executive management positions at Footstar, Inc., and Tradeout, Inc. In connection with Mr. Miller’s new role and responsibility, his annual base salary will be increased to $650,000.
On February 9, 2015, the Company appointed David J. Dick, age 48, as the Company’s Senior Vice President and Chief Financial Officer, effective as of February 17, 2015. From 2009 to 2014, Mr. Dick served as the Senior Vice President, Chief Financial Officer and Treasurer of dELiA*s, Inc., after serving as Vice President, Controller and Chief Accounting Officer of the retailer from 2008 to 2009. Prior to that, Mr. Dick was the Chief Financial Officer of Charlie Browns Acquisitions Corp., a multi-concept casual dining restaurant operator, from 2006 to 2007. Additionally, Mr. Dick held a number of positions at Linens ‘n Things from 1993 to 2006, including Vice President, Controller and Treasurer. The Company and Mr. Dick entered into an offer letter, dated February 9, 2015, which sets forth the terms of Mr. Dick’s employment arrangement (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Dick will receive an annual base salary of $385,000. In addition, Mr. Dick will be eligible to participate in the Company’s 2015-2016 Annual Incentive Plan based on performance targets established by the Company’s Compensation Committee. Mr. Dick will also be eligible to participate in the Company’s 2014 Long Term Incentive Plan, with share awards subject to the approval of the Company’s Compensation Committee. The foregoing summary of the Offer Letter is qualified in its entirety by the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. |
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ITEM 7.01 | Regulation FD Disclosure |
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| On February 9, 2015, the Company issued a press release updating earnings guidance for the fourth quarter of fiscal 2014. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information under this Item in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission, shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference into any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. |
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ITEM 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits |
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| 10.1 | Offer Letter by and between Aéropostale, Inc. and David J. Dick, dated February 9, 2015 |
| 99.2 | Press release, dated February 9, 2015, announcing appointment of Chief Financial Officer, Chief Operating Officer and Updated Earnings Guidance |
SIGNATURES
According 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.
Aéropostale, Inc.
/s/ Marc G. Schuback
Marc G. Schuback
Senior Vice President, General Counsel and Secretary
Dated: February 13, 2015
Exhibit Index
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Exhibit No. | Exhibit |
10.1 | Offer Letter by and between Aéropostale, Inc. and David J. Dick, dated February 9, 2015 |
99.1 | Press release, dated February 9, 2015, announcing appointment of Chief Financial Officer, Chief Operating Officer and Updated Earnings Guidance |
EXHIBIT 10.1
February 9, 2015
David J. Dick
60 Freeman Street
Roseland, NJ 07068
Dear David,
Thank you for your interest in Aéropostale, Inc. Everyone with whom you met felt it would be wonderful to add you to our team. As such, it is with real excitement that we offer you to be a member of our team. Set forth below are the terms of our offer.
Position and Salary:
You are being offered the position of the SVP-Chief Financial Officer, reporting to Julian Geiger, Chief Executive Officer. Your start date will be Tuesday, February 17, 2015. As discussed, your starting base compensation will be $385,000 annually. Your salary will be paid bi-weekly in accordance with Aéropostale’s normal payroll practices, less appropriate withholdings, beginning on Friday, February 20, 2015. We will review your performance and base compensation in accordance with our annual review process in April 2016.
This position is considered an exempt position for purposes of federal wage and hour law, which means that you will not be eligible for overtime pay regardless of hours actually worked in excess of 40 in a given workweek. This offer is contingent on the successful completion of our standard background investigation, which includes criminal record and/or credit check.
Company Performance Bonus:
You will be eligible to participate in our 2015-2016 Annual Incentive Plan (AIP). Based on your position, you will have a target bonus of 50% of your base salary, prorated based on your start date. This is a company performance-based incentive plan. Details of the incentive plan will be provided to you separately. This potential AIP bonus is payable with your annual performance review.
Equity Award Plan:
You will be eligible to participate in the Aéropostale, Inc. 2014 Long Term Incentive Plan. Generally, equity awards are granted annually in accordance with our review process and subject to the approval of the Compensation Committee of our Board of Directors. For Fiscal Year 2015, you will be eligible to receive 50,000 Performance Share Units and 20,000 Restricted Shares Units in accordance with our annual grant in the spring of 2015. These shares will vest three years after the date of grant.
Car Allowance:
You will be eligible for an annual car allowance of $8,500, which will be included in your bi-weekly salary payments.
112 W. 34th Street 22nd Floor – New York, NY 10120
Benefits:
Aéropostale, Inc. offers a competitive benefits package. These benefits are designed to promote health & wellness, assist in your financial future, and manage the demands of work and your personal life. Detailed information on all of our benefits will be provided to you during your New Hire Orientation. Health benefits are available to you the 1st day of the month following your first 30 days of service.
As a Senior Vice President, you will be eligible to participate in the Executive Medical Program, which reimburses qualified expenses not covered under an executive’s primary plan. A program overview will be provided to you.
In addition, after you complete one year of service, at the first monthly enrollment, you will be eligible to participate in our company 401(k) plan.
You will be eligible for twenty-four (24) paid time off (PTO) days annually, subject to the company’s accrual policy, based upon your start date.
You will also be eligible to participate in the Aeropostale, Inc. Long-Term Incentive Deferred Compensation Program. This plan is a company sponsored retirement vehicle for company executives. A program overview will be provided to you.
You will also be entitled to participate in, or receive an appropriate benefit under, any other plans and programs in effect from time to time that other Senior Vice Presidents at the Company are entitled to participate in, or receive a benefit under, in accordance with company policies, including but not limited to, policies for sick leave and sick pay, reimbursement of reasonable business expenses, and similar matters.
Severance:
You will be eligible to receive severance. The Company shall pay you an up to fifty-two (52) weeks base salary, payable in substantially equal installments in accordance with the Company’s regular payroll cycle, not including bonus compensation, car allowance or any other additional benefits from the Company and is payable solely in the event that your employment with the Company is terminated by the Company “without cause”; provided, however, that any amounts you are due to receive pursuant to this sentence shall cease immediately upon your obtaining full time employment either as an employee, consultant, principal, agent, officer, director, partner or otherwise; provided further, as a condition to receiving the above-described severance you must participate in any Aéropostale provided outplacement program. You must notify Aéropostale within three (3) days of starting the employment specified in the immediately preceding sentence. Notwithstanding the foregoing to the contrary contained in this paragraph, you shall receive a minimum of twenty-six (26) weeks of base salary under this paragraph.
Severance will not be available in the event that the Company terminates your employment for “cause” or if you voluntarily terminate your employment with the Company.
Non-Compete:
As a Senior Vice President, you agree that for a period of twelve (12) months following the voluntary or involuntary termination of employment, you shall not, directly or indirectly, engage in or participate in the operation or management of, or render any services to, any of the following business organizations, including subsidiaries, affiliates and related companies, that competes, or plans to compete with the Company: American Eagle Outfitters, Inc., Abercrombie & Fitch Co., Buckle, Inc. Charlotte Russe Holdings Inc., Children’s Place, Gap, Inc., Hot Topic, Inc., Express Stores, The Gymboree Corporation, New York & Company, Inc., Pacific Sunwear of California Inc., Tween Brands Inc., Wet Seal Inc., Zumiez, Inc.
Non-Solicitation:
As a Senior Vice President, you agree that for a period of twelve (12) months following the voluntary or involuntary termination of employment, you shall not, directly or indirectly, on your behalf or on behalf of or in
112 W. 34th Street 22nd Floor – New York, NY 10120
conjunction with any person, partnership, firm, company, corporation or other entity, without the Company’s prior written consent, solicit or induce, or attempt to solicit or induce any employee, agent or consultant of the Company (or its subsidiaries) to terminate his or her employ or other relationship with the Company (or its subsidiaries), or in any way interfere with or disrupt the Company’s (or its subsidiaries) relationship with any of its employees, agent, or consultants.
Conditions:
It is our policy that employees are not to use or disclose confidential information or trade secrets obtained from any source or during any prior employment. We require all employees to abide by all contractual and legal obligations they may have to prior employers or others, such as limits on disclosure of information, or competition. You must inform us if you are subject to any such obligations. Violation of this requirement may result in termination of your employment with us. By signing this letter you further agree that you will not bring any confidential documents of another, nor disclose any confidential information of another, and will in all ways abide by these requirements. You also agree not to use any of Aéropostale’s confidential information or trade secrets for your own benefit, or disclose Aéropostale’s confidential information or trade secrets to any third party.
Our employment relationship will be terminable at will, which means that either you or Aéropostale, Inc. may terminate your employment at any time and for any reason or no reason without further obligation or liability. This offer letter is neither intended nor implies as a contract of employment.
Aéropostale, Inc. is required to verify your identity and authorization to work in the United States. This offer of employment is contingent upon providing us with proper documents that confirms your identity and U.S. employment eligibility, as required by federal law. Please bring the proper documents on your first day of employment. This letter may not be modified except in writing signed by both you and Aéropostale, Inc.
Aéropostale, Inc. provides equal opportunity in employment and will administer its policies with regard to recruitment, training, promotion, transfer, demotion, layoff, termination, compensation and benefits without regard to race, religion, color, national origin, citizenship, marital status, sex, sexual orientation, age, disability or status as a disabled veteran or any other characteristic or status protected by applicable law.
We look forward to you joining our team and contributing to the success and growth at Aéropostale, Inc.! Please feel free to call me at 646-485-5427 with any questions or should you need further assistance. This offer is valid until Friday, February 13, 2015.
Sincerely,
/s/ Robin Sepe
Robin Sepe
Group Vice President - Human Resources
Aéropostale, Inc.
Acknowledged and Accepted By: David J. Dick
Signed: /s/ David J. Dick
Date: February 10, 2015
112 W. 34th Street 22nd Floor – New York, NY 10120
Exhibit 99.1
AÉROPOSTALE, INC. ANNOUNCES EXECUTIVE APPOINTMENTS; INCREASES FOURTH QUARTER OUTLOOK
Marc D. Miller Appointed Chief Operating Officer
David J. Dick to Join as Chief Financial Officer
Increases Fourth Quarter Outlook
New York, New York - February 9, 2015 - Aéropostale, Inc. (NYSE: ARO), a mall-based specialty retailer of casual and active apparel for young women and men, today announced two executive appointments that realign responsibilities and strengthen its leadership team. The management appointments are as follows:
Marc D. Miller, Executive Vice President and Chief Financial Officer, has been appointed Executive Vice President and Chief Operating Officer. Mr. Miller joined Aéropostale in 2005 as Vice President of Strategic Planning and New Business Development and was promoted to Group Vice President in 2006, Senior Vice President in 2007 and appointed Chief Financial Officer in 2010. In his new role, Mr. Miller will be responsible for all aspects of supply chain management, including production, planning and allocation, and logistics, real estate and construction. He will also be responsible for human resources, and continue to be responsible for strategic planning and new business development, including international licensing. In his new role, Mr. Miller will continue to report to Julian R. Geiger, Chief Executive Officer.
David J. Dick will join the Company as Senior Vice President and Chief Financial Officer on February 17, 2015. From 2009 to 2014, Mr. Dick served as the Senior Vice President, Chief Financial Officer and Treasurer of dELiA*s, Inc., after serving as Vice President, Controller and Chief Accounting Officer of the retailer from 2008 to 2009. Prior to that, Mr. Dick was the Chief Financial Officer of Charlie Brown’s Acquisitions Corp., a multi-concept casual dining restaurant operator, from 2006 to 2007. Additionally, Mr. Dick held a number of positions at Linens ’n Things from 1993 to 2006, including Vice President, Controller and Treasurer. He is a certified public accountant, and will be responsible for the finance organization, investor relations, and information technology. Mr. Dick will report to Julian R. Geiger, Chief Executive Officer.
Julian R. Geiger, Chief Executive Officer, said, “We are all enthusiastic about the appointment of Marc to Chief Operating Officer. Marc has been an integral part of Aéropostale’s leadership team and a champion of our special culture throughout the last ten years. Marc will undoubtedly have a more profound impact on our organization in his new role, and we look forward to his positive contributions as we execute Aéropostale’s turnaround.”
Mr. Geiger continued, “We are thrilled to have someone of David’s caliber join Aéropostale as Chief Financial Officer. David’s extensive financial and retail experience will support and facilitate our corporate goals as we navigate through this important juncture in Aéropostale’s history. We expect a seamless transition as Marc assists David during his first few months at Aéropostale.”
UPDATES FOURTH QUARTER 2014 OUTLOOK
In conjunction with today’s announcement, the Company also announced certain preliminary and unaudited financial results for the fourth quarter of fiscal 2014.
For the fourth quarter of fiscal 2014, net sales decreased 11% to $594.5 million, from $670.0 million in the year ago period. Comparable sales, including the e-commerce channel, for the fourth quarter decreased by 9%, compared to a 15% decrease last year.
Based on better than expected sales, margins, and expense management for the month of January, the Company now expects an operating (loss)/profit for the fourth quarter of fiscal 2014 in the range of approximately ($2.0)
to $2.0 million, which translates to a net loss in the range of approximately ($0.06) to ($0.01) per diluted share based on the Company’s originally estimated tax rate of approximately 4.0%. This revised outlook compares to the Company’s previously issued guidance of operating losses in the range of ($18.0) to ($23.0) million, which translated to a net loss in the range of approximately ($0.25) to ($0.31) per diluted share. This earnings guidance does not include the impact of any asset impairments, real estate consulting fees, lease buyout costs, severance, other accelerated store closure costs or restructuring costs.
Mr. Geiger continued, “I am encouraged with the progress we are making and that we were able to deliver higher comparable sales and margins in January, which allowed us to exceed our updated guidance. With today’s announced executive appointments, we are returning to an organizational structure that existed when Aéropostale registered its most significant gains in sales and profitability. As a result of this progress and of the changes we are making, I believe we are better positioned to restore the luster of the Aéropostale brand and our overall financial results, as we continue to navigate through a challenging retail environment.”
The Company expects to announce fourth quarter and fiscal 2014 earnings results on Thursday, March 12, 2015 at 4:15 PM (EST).
About Aéropostale, Inc.
Aéropostale®, Inc. is a primarily mall-based, specialty retailer of casual apparel and accessories, principally targeting 14 to 17 year-old young women and men through its Aéropostale® stores and 4 to 12 year-olds through its P.S. from Aéropostale® stores. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting store environment. Aéropostale® maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. Aéropostale® products can be purchased in Aéropostale® stores and online at www.aeropostale.com. P.S. from Aéropostale® products can be purchased in P.S. from Aéropostale® stores and online at www.ps4u.com and www.aeropostale.com. The Company currently operates 773 Aéropostale® stores in 50 states and Puerto Rico, 61 Aéropostale stores in Canada and 26 P.S. from Aéropostale® stores in 12 states and Puerto Rico. In addition, pursuant to various licensing agreements, our licensees currently operate 239 Aéropostale® and P.S. from Aéropostale® locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aéropostale, Inc. has operated GoJane.com, Inc., an online women’s fashion footwear and apparel retailer.
SPECIAL NOTE: THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES OF THE COMPANY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" MADE IN RELIANCE UPON THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, CONCERNING EXPECTATIONS FOR SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES, STRATEGIC DIRECTION AND EARNINGS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER INCLUDE, CHANGES IN THE COMPETITIVE MARKETPLACE, INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN DISCRETIONARY CONSUMER SPENDING; SEASONALITY; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL, ECONOMIC AND OTHER CONDITIONS AND THE POSSIBLE ADVERSE IMPACT OF CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO THE COMPANY'S ABILITY TO IMPLEMENT ITS STRATEGIES; RISKS ASSOCIATED WITH THE COMPANY’S ABILITY TO IMPLEMENT AND REALIZE THE ANTICIPATED BENEFITS OF THE COMPANY’S STRATEGIC INITIATIVES AND COST REDUCTION PROGRAM, AS WELL AS THE OTHER RISK FACTORS SET FORTH IN THE COMPANY'S FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES.