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CRC > SEC Filings for CRC > Form 8-K on 18-Jun-2008All Recent SEC Filings

Show all filings for CHROMCRAFT REVINGTON INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHROMCRAFT REVINGTON INC


18-Jun-2008

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2008, Chromcraft Revington, Inc. (the "Company") issued a press release announcing that the Company and Benjamin M. Anderson-Ray have mutually agreed that Mr. Anderson-Ray will step down as the Chairman and Chief Executive Officer, and will resign as a member of the Board of Directors, of the Company effective as of June 30, 2008. Mr. Anderson-Ray will assume an advisory role with the Company for 90 days following his departure.

The Company also announced in the press release that the Board of Directors has appointed Ronald H. Butler as the Company's new Chairman and Chief Executive Officer, effective as of July 1, 2008. Mr. Butler resigned from his position as President and Chief Executive Officer of Pet Resorts, Inc., a privately-held company that builds premium pet boarding, daycare, pet training and grooming facilities, in order to accept the position as the Chairman and CEO of the Company. Previously, Mr. Butler served as the Chief Executive Officer of Three Dog Bakery, Inc., a manufacturer of pet foods, and as the Executive Vice President of Merchandising and Marketing of PetSMART, Inc.

A copy of the press release is furnished with this report as Exhibit 99.1.

As part of Mr. Anderson-Ray's departure, the Company and Mr. Anderson-Ray entered into a Mutual Separation and Release Agreement on June 12, 2008 (the "Separation Agreement") setting forth the terms of Mr. Anderson-Ray's departure from the Company. Among other items, the Separation Agreement provides that Mr. Anderson-Ray will (i) receive a severance payment equal to $780,000, of which $195,000 will be payable on December 31, 2008 with the remaining balance to be paid in eighteen (18) equal monthly installments of $32,500 each beginning on January 31, 2009, subject to reduction or termination as set forth in the Separation Agreement and to applicable taxes, and (ii) be reimbursed for certain health insurance costs. The Separation Agreement also provides (i) that Mr. Anderson-Ray may sell his shares of Company common stock to the Company on July 1, 2008, (ii) that Mr. Anderson-Ray will abide by the confidentiality, non-compete and non-solicitation covenants set forth in his employment agreement with the Company, and (iii) for a mutual release by the Company and Mr. Anderson-Ray of certain claims against the other.

The Company will record the charges relating to the matters covered by the Separation Agreement in the second quarter of 2008.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Chromcraft Revington, Inc. dated June 17, 2008.

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