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): February 24, 2005
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CIRCUIT CITY STORES, INC.
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of
incorporation or organization)
001-05767 54-0493875
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(Commission (I.R.S. Employer
File No.) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
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(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.
See Item 5.02 for a discussion of the resignation of John W. Froman, announced
on February 28, 2005. In connection with this resignation, Circuit City Stores,
Inc. (the "Company") and Mr. Froman have entered into a Severance Agreement and
General Release, which replaces and supersedes the Employment Agreement
previously in effect between Mr. Froman and the Company. The Severance Agreement
and General Release is Exhibit 10.1 to this report.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 28, 2005, the Company announced that John W. Froman has resigned as
executive vice president and chief operating officer, effective March 1, 2005. A
press release announcing this resignation is Exhibit 99.1 to this report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit
10.1 Severance Agreement and General Release, effective
March 1, 2005 between Circuit City Stores, Inc. and
John W. Froman
99.1 Press Release Issued February 28, 2005
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 and Chief Executive Officer
Date: March 2, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Severance Agreement and General Release, effective
March 1, 2005 between Circuit City Stores, Inc. and
John W. Froman
99.1 Press Release Issued February 28, 2005