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):
June 16, 2006
Shoe Pavilion, Inc.
13245 Riverside Drive, Suite 450
(Exact name of registrant as specified in its charter)
Sherman Oaks, California 91423
(Address of principal executive offices including zip code)
(818) 907 9975
(Registrant's telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 June 16, 2006, Shoe Pavilion, Inc. held its Annual Stockholders Meeting. Denise A.
Ellwood, who served on the Board of Directors since 2001, and David H. Folkman, who served
as a director since 1997, did not stand for reelection. This decision was not the result of any
disagreement between the Company and either of Ms. Ellwood or Mr. Folkman. At the Annual
Meeting, the stockholders elected Ann Iverson, Randy Katz and Mark J. Miller to serve as
directors. They also reelected Dmitry Beinus and Peter Hanelt as directors. The election and
certain information regarding the new directors was announced in a press release dated June 16,
2006, which is the subject of Item 8.01 below. Ms. Iverson will serve on the Audit Committee
and will be Chairman of the Compensation Committee. Mr. Katz will serve on the Audit
Committee and the Nominating Committee. Mr. Miller will serve on the Compensation
Committee and the Nominating Committee. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 18, 2006, the Board of Directors adopted an amendment to its By-laws to
increase the number of votes that must be present in person or by proxy to constitute a quorum
for meetings of stockholders. Under the revised By-laws provision, a majority of the outstanding
shares entitled to the vote at the meeting constitutes a quorum, rather than one-third of the
outstanding shares. Item 8.01 Other Events
On June 16, 2006, the Company issued a press release announcing the results of
its annual shareholders' meeting.
A copy of the June 16, 2006 press release is attached hereto as Exhibit 99.1.
Item 9.01. Exhibits. Description Press Release dated June 16, 2006
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 thereunto duly authorized.
Date: June 19, 2006
Shoe Pavilion, Inc.
By: /s/ Neil T. Watanabe
Neil T. Watanabe
Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
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Description |
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Press Release of Shoe Pavilion, Inc. issued June 16, 2006 Also provided in PDF format as a courtesy. |