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: November 18, 2015
(Date of earliest event reported)
Ollie’s Bargain Outlet Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-37501 | 80-0848819 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 6295 Allentown Boulevard | ||
| Suite 1 | ||
| Harrisburg, Pennsylvania | 17112 | |
| (Address of principal executive offices) | (Zip Code) |
(717) 657-2300
(Registrant’s telephone number, including area code)
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)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 18, 2015, Ollie’s Bargain Outlet Holdings, Inc. (the “Company”) issued a press release announcing its hiring of Jay Stasz as Senior Vice President of Finance and Chief Accounting Officer of the Company.
Mr. Stasz, 48, has over twenty-five years of finance and accounting management experience. He most recently served as Senior Vice President, Finance & Accounting for Sports Authority, a sporting goods retailer, a position he held since October 2013. Mr. Stasz has held numerous finance and accounting managerial positions at Sports Authority, including: Senior Vice President and Chief Information Officer, Senior Vice President and Controller, and Vice President Controller. Prior to joining Sports Authority in 1998, Mr. Stasz worked as an Accounting Supervisor for Total Petroleum North America Ltd. and as a Senior Accountant with Deloitte.
There are no arrangements or understandings between Mr. Stasz and any other persons pursuant to which Mr. Stasz received his appointment. Mr. Stasz does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Stasz’s employment will be governed by an employment agreement (the “Employment Agreement”) between Mr. Stasz and the Company. During the term of employment, Mr. Stasz will (i) receive a starting base salary equal to $250,000, (ii) be eligible for an annual bonus corresponding to the Company EBITDA (as defined in the Employment Agreement) for such fiscal year (with a maximum of 80% of base salary) with such bonus calculated in a manner consistent with past practice, (iii) receive a relocation allowance and capped reimbursement for relocation-related travel and temporary housing, in each case subject to repayment if employment is ended within 24 months, (iv) be eligible to participate in all benefit plans generally available to senior executive officers of the Company, and (v) be entitled to 15 days of paid vacation per year for the first five years of employment, increasing to 20 days of paid vacation per year beginning with the sixth year of employment.
During the term of employment, and for specified periods thereafter, Mr. Stasz will be subject to confidentiality provisions as well as provisions relating to proprietary rights, non-solicitation, and non-competition.
If the Company terminates Mr. Stasz for “cause” (as defined in the Employment Agreement) or if Mr. Stasz terminates his employment for “good reason” (as defined in the Employment Agreement), the Company shall continue to pay Mr. Stasz his base salary for a period of 12 months after the termination date (the “Severance Period”) and continue to pay certain benefits to the extent permitted under such plans until the earlier of the Severance Period and the date he has commenced new employment.
In connection with entering into the Agreement, the Company will grant stock options to purchase 50,000 shares of the Company’s common stock, to be issued pursuant to, and subject to the terms and conditions of, the Ollie’s Bargain Outlet Holdings, Inc. 2015 Equity Incentive Plan.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be included with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2015.
Item 8.01 Other Events
On November 18, 2015, the Company issued a press release relating to Mr. Stasz’s new appointment. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. |
Description | |
| 99.1 | Press Release issued on November 18, 2015 of Ollie’s Bargain Outlet Holdings, Inc. | |
3
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.
| OLLIE’S BARGAIN OUTLET HOLDINGS, INC. | ||
| By: | /s/John Swygert | |
| Name: John Swygert | ||
| Title: Executive Vice President and | ||
| Chief Financial Officer | ||
Date: November 18, 2015
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued on November 18, 2015 of Ollie’s Bargain Outlet Holdings, Inc. | |
Exhibit 99.1
Ollie’s Bargain Outlet Holdings, Inc. Expands It’s Executive Team and
Hires Jay Stasz to the Newly Created Position of Senior Vice President of Finance and
Chief Accounting Officer
Harrisburg, PA., November 18, 2015 (GLOBE NEWSWIRE) — Ollie’s Bargain Outlet Holdings, Inc. (Nasdaq: OLLI) (“Ollie’s”) today announced the hiring of Jay Stasz as our Senior Vice President of Finance and Chief Accounting Officer. In this capacity, Mr. Stasz will report to John Swygert, Ollie’s Executive Vice President and Chief Financial Officer. Mr. Stasz begins his employment with Ollie’s today.
Mark Butler, Chairman, President and Chief Executive Officer, stated, “We are pleased to welcome Jay to our family. With his strong finance, accounting and retail experience, we believe that Jay, in this newly created position, expands our executive and finance teams, and we look forward to his contributions as we grow.”
Mr. Stasz comes to Ollie’s following 17 years with Sports Authority, where he held several positions, most recently the Senior Vice President of Finance and Accounting. Prior to joining Sports Authority, Jay worked for Deloitte.
About Ollie’s
We are a highly differentiated and fast growing, extreme value retailer of brand name merchandise at drastically reduced prices. We are known for our assortment of merchandise offered as Good Stuff Cheap®. We offer name brand products, Real Brands! Real Bargains!®, in every department, from housewares, food, books and stationery, bed and bath, floor coverings, toys, hardware and other categories. We currently operate 202 store locations in 17 states across the Eastern half of the United States. For more information, visit www.ollies.us.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for to predict all of them. Such factors are set forth under “Risk Factors” in our filings with the United States Securities and Exchange Commission (“SEC”), including our prospectus. Any forward-looking statement made by us in this press release speaks only as of the date on which
it is made. Ollie’s undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.
Investor Relations Contact:
John Rouleau
ICR
203-682-8200
John.Rouleau@icrinc.com
Media Contact:
Dan Haines
Vice President, Marketing & Advertising
(717) 657-2300
dhaines@ollies.us