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): October 28, 2004
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation)
001-05767 54-0493875
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(Commission (I.R.S. Employer
File No.) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
(804) 527-4000
(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:
|_| 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.
On October 28, 2004, Circuit City Stores, Inc. (the "Company")
o amended and restated the Circuit City Stores, Inc. Benefit
Restoration Plan, effective February 28, 2005, and
o adopted the Circuit City Stores, Inc. Supplemental 401(k) Plan
effective March 1, 2005.
Background
On October 28, 2004, the Company implemented changes to its Retirement
Plan and 401(k) Plan, which will take effect February 28 and January 1, 2005,
respectively. Specifically the Company amended the:
o Retirement Plan of Circuit City Stores, Inc. to freeze future
benefit accruals under the plan, except with respect to plan
participants who have reached or are within three years of their
early retirement date or normal retirement date or are determined
to have been permanently disabled before March 1, 2005 and are
within three years of their early retirement date or normal
retirement date. Additionally, the arbitration provision in the
plan was amended to create a voluntary arbitration procedure; and
o Circuit City Stores, Inc. 401(k) Plan to provide for employer
matching contributions equal to the sum of (i) one hundred percent
of a participant's elective deferrals that do not exceed three
percent of the participant's compensation and (ii) fifty percent of
a participant's elective deferrals that exceed three percent of the
participant's compensation but do not exceed five percent of the
participant's compensation. Participants will immediately have
fully vested rights in the matching contributions.
In connection with these changes to the Retirement and 401(k) Plans,
the Company amended and restated the Benefit Restoration Plan and adopted the
Supplemental 401(k) Plan.
Amended and Restated Benefit Restoration Plan
The Benefit Restoration Plan was amended to provide to certain
sustained participants the supplemental benefits those participants would have
received under the Benefit Restoration Plan had Retirement Plan benefit accruals
not been frozen. The sustained participants are Benefit Restoration Plan
participants who are within 10 years of attaining their early retirement date or
normal retirement date under the Retirement Plan. No employee can become
eligible, or resume eligibility, to participate in the plan after February 28,
2005. The Benefit Restoration Plan was also amended to conform the plan's change
of control provision to the provision used in the Company's current employment
agreements with its executive officers.
Supplemental 401(k) Plan
The Supplemental 401(k) Plan will provide additional benefits for
eligible employees whose benefits under the 401(k) Plan are restricted by
Internal Revenue Code limits. Participants may elect to defer up to 40% of their
compensation under the plan. Participants can receive a matching contribution
equal to 4% of their compensation minus the amount contributed as a matching
contribution under the 401(k) Plan. Matching contributions will be made
following the 401(k) Plan's matching contribution formula.
A copy of the Benefit Restoration Plan, as amended and restated, and
the Supplemental 401(k) Plan are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this report and are incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Exhibit
10.1 Circuit City Stores, Inc. Benefit Restoration Plan
10.2 Circuit City Stores, Inc. Supplemental 401(k) Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
By: /s/ W. Alan McCollough
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W. Alan McCollough
Chairman, President and
Chief Executive Officer
Date: October 29, 2004
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Circuit City Stores, Inc. Benefit Restoration Plan
10.2 Circuit City Stores, Inc. Supplemental 401(k) Plan