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): August
29, 2008
The
Knot, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-28271
|
13-3895178
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
462
Broadway, 6th Floor, New York, New York
|
10013
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
(212) 219-8555
|
|
(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:
|
[
]
|
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))
|
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
September 2, 2008, The Knot, Inc. appointed John P. Mueller as Chief Financial
Officer.
Mr.
Mueller, 45, joins The Knot from Genius Products, Inc., where he was Chief
Financial Officer and Executive Vice President between February 2006 and May
2008. Prior to Genius Products, Mr. Mueller was Senior Vice President of Media
Investment Banking for Jefferies & Company, Inc. from January 2002 to
December 2005, where he provided strategic financial advisory services on
mergers, acquisitions, and equity and debt offerings for entertainment and
media
clients. Prior to Jefferies & Company, Mr. Mueller worked in the media and
entertainment investment banking groups at Credit Suisse First Boston and SG
Cowen Securities. Mr. Mueller began his career in finance working for a Fortune
500 consumer packaged goods company, Kimberly-Clark Corporation.
There
is
no arrangement or understanding between Mr. Mueller and other persons pursuant
to which Mr. Mueller was selected as an officer. There have been no past or
proposed transactions in which The Knot was or is to be a participant and in
which Mr. Mueller had or will have a direct or indirect material
interest.
The
Knot
entered into a letter agreement with Mr. Mueller confirming the terms of his
employment, which are briefly described below. The description of the letter
agreement below is qualified in its entirety by reference to the full text
of
the letter agreement, a copy of which is filed with this report as Exhibit
10.1,
and is incorporated by reference into this report.
Mr.
Mueller will receive an annual salary of $300,000. He will be eligible to earn
an annual cash incentive bonus, expressed as a percentage of base salary. The
target and maximum bonus opportunities will be set by the Compensation Committee
of the Board of Directors, and the amount of the actual bonus will be determined
according to his achievement of certain performance criteria established by
the
Compensation Committee. For the year ending December 31, 2008, he will fully
participate in The Knot’s incentive compensation program, his target and maximum
bonus opportunities therein will be based on his annualized base salary and
not
on his actual salary paid for 2008, and he is guaranteed to receive a bonus
of
no less than $33,333.
Mr.
Mueller received a restricted stock grant of 50,000 shares upon his appointment,
which will vest over a four-year term, with the first 25% of the grant vesting
on the first anniversary of the grant, and the balance of the grant vesting
in
equal monthly installments thereafter. In addition, if The Knot is acquired
by
merger, asset sale or sale of more than 50% of its voting securities by the
stockholders, in addition to those shares of restricted stock that previously
vested before such change in control in accordance with the regular vesting
schedule, an amount of shares of restricted stock will vest upon such event
equal to the greater of (1) the shares of restricted stock that would otherwise
have vested during the one year period following the change in control, and
(2)
50% of the shares of restricted stock that are not vested on the date of the
change in control.
Mr.
Mueller also received a grant of 6,000 vested shares of common stock of the
Company, which was made upon his appointment.
If
his
employment is involuntarily terminated without cause by The Knot or a successor
entity, or if he resigns for good reason (as “cause” and “good reason” are
defined in the letter agreement), Mr. Mueller will receive a lump-sum payment
equal to his annualized base salary, at his rate of pay in effect immediately
prior to such termination or resignation, and for 12 months after such
termination or resignation receive all benefits (other than vesting of any
equity award) that were associated with his employment immediately prior to
such
termination or resignation (to the extent and at such levels that these benefits
remain available to employees of The Knot generally during such 12-month
period).
If
Mr.
Mueller becomes responsible for any tax, interest or penalties under Section
409A of the Internal Revenue Code in connection with payments made to him by
The
Knot, Mr. Mueller will be entitled to receive an additional payment from The
Knot equal to such tax amounts.
In
addition, The Knot entered into an indemnification agreement with Mr. Mueller
in
the form entered into with the Company’s other directors and executive officers.
The indemnification agreement contains provisions that require The Knot, among
other things, to indemnify Mr. Mueller against certain liabilities (other than
liabilities arising from intentional or knowing and culpable violations of
law)
that may arise by reason of his status or service as an executive officer of
The
Knot, or other entities to which he provides service at The Knot’s request, and
to advance expenses he may incur as a result of any proceeding against him
as to
which he could be indemnified.
On
September 2, 2008, The Knot issued a press release announcing the appointment
of
Mr. Mueller. A copy of The Knot’s press release is filed with this report as
Exhibit 99.1, and is incorporated by reference into this report.
On
August
29, 2008, The Knot determined that Richard Szefc, Chief Financial Officer,
would
be leaving the company.
On
August
29, 2008, The Knot determined that Janet Scardino, President and Chief Marketing
Officer, would be leaving the company.
| Item
9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
The following documents are included as exhibits to this
report:
|
|
|
10.1 |
Letter
Agreement between The Knot, Inc. and John P.
Mueller.
|
|
|
99.1 |
Press
Release dated September 2,
2008.
|
SIGNATURE
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.
| |
|
|
| |
THE
KNOT,
INC. |
| |
(Registrant)
|
|
|
|
|
Date:
September 5, 2008
|
By: |
/s/ DAVID
LIU |
| |
David
Liu
|
| |
Chief
Executive Officer
|
EXHIBIT
INDEX
|
10.1
|
Letter
Agreement between The Knot, Inc. and John P. Mueller.
|
|
99.1
|
Press
Release dated September 2, 2008.
|