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
July 9, 2007
Date of Report (Date of Earliest Event Reported)
FTD Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-32425
(Commission File Number)
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87-0719190
(I.R.S. Employer
Identification Number) |
3113 Woodcreek Drive
Downers Grove, Illinois 60515-5420
(Address of principal executive offices, including zip code)
(630) 719-7800
(Registrant’s telephone number, including area code)
N/A
(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):
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))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Effective as of July 9, 2007, the Compensation Committee of the Board of Directors of FTD
Group, Inc. (the “Company”) granted restricted stock awards to certain executive officers of the
Company pursuant to the FTD Group, Inc. 2005 Amended and Restated Equity Incentive Award Plan,
filed on February 4, 2005 as Exhibit 10.26 to the Company’s Amendment No. 4 to the Form S-1
Registration Statement, and the Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement (the “Restricted Stock Award Notice and Agreement”), the form of which is attached hereto
as Exhibit 10.1. The shares of restricted common stock vest over five years in equal annual
installments commencing on June 30, 2008, and each anniversary thereafter, subject to the executive
officer’s continued employment with the Company on the applicable anniversary date. In the event
of a “change in control” of the Company, as defined in the Restricted Stock Award Notice and
Agreement, any unvested shares will become fully vested provided the recipient remains continuously
employed in the active service of the Company from the date of the grant through the date
immediately prior to the date of the change in control. The foregoing description of the
restricted stock awards is qualified in its entirety by reference to Exhibit 10.1.
The restricted stock awards to the named executive officers effective as of July 9, 2007 were as
follows:
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Total # of Restricted |
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Name and Position |
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Shares Granted |
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Michael J. Soenen — Director, President and Chief Executive Officer |
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95,000 |
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Becky A. Sheehan — Chief Financial Officer |
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30,000 |
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Lawrence W.
Johnson — Executive Vice President of Florist Segment |
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15,000 |
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George T. Kanganis — Executive Vice President of Sales |
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15,000 |
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William J. VanCleave — Executive Vice President of FTD.COM |
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15,000 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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10.1
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement |
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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FTD Group, Inc.
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/s/ BECKY A. SHEEHAN
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Becky A. Sheehan |
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Chief Financial Officer |
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Date: July 11, 2007