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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 Act of 1934
Date of Report (Date of earliest event reported): January 5, 2006
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21577 84-1100630
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification Number)
3375 Mitchell Lane
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 440-5220
(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:
[ ] 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 240.13a-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) In connection with the appointment of Samuel M. Martin as Senior
Vice President of Operations for Wild Oats Markets, Inc. (the "Registrant")
disclosed in Item 5.02, the Registrant and Mr. Martin have executed an offer
letter describing the terms of his employment. See Item 5.02 for a description
of such terms.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) The Registrant has appointed Sam Martin as Senior Vice President
of Operations for the Registrant, effective January 9, 2006. Mr. Martin, 49
years old, was most recently the Senior Vice President of Supply Chain for
Shopko Stores Inc., from April 2005 through December 2005. Mr. Martin joined
ShopKo in April 2003 as Vice President of Distribution and Transportation, and
continued in that capacity until April 2005. From 1998 until 2003, Mr. Martin
was Regional Vice President, Western Region, and General Manager for Toys R Us.
Prior to that, Mr. Martin served in a variety of operational roles in his
24-year tenure with Fred Meyer Stores.
Mr. Martin's arrangement with the Registrant provides for an initial
base salary of $295,000, including a guaranteed bonus of $50,000 on his
employment start date of January 9, 2006, and a $50,000 bonus in April 2006,
subject to continued employment with the Registrant. Mr. Martin will also be
eligible to participate in the Registrant's corporate office bonus program. The
Registrant has established an individual equity incentive plan as an inducement
to Mr. Martin's entry into employment with the Registrant, and 100,000 shares
were reserved and issued thereunder at an exercise price of $12.19. The
Registrant and Mr. Martin will enter into a severance agreement providing for,
among other things, payments in the event that employment with the Registrant is
terminated by the Registrant other than for "cause" or by the individual for
"good reason" (as defined in such agreement) within 24 months following a
"change in control" (as defined in such agreement) of the Registrant. Mr. Martin
will be entitled to receive reimbursement of approved relocation expenses up to
$70,000, and temporary housing expenses for up to four months, and certain
expenses associated with his existing residence for up to six months.
There have been no transactions between Mr. Martin or any member of his
family and the Registrant since the beginning of the Registrant's last fiscal
year. Additionally, there are no family relationships between Mr. Martin and any
director or executive officer of the Registrant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following is furnished as an exhibit to this Current Report on
Form 8-K:
Exhibit 99.1 Press Release of Wild Oats Markets, Inc. dated January 9, 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, hereunto duly authorized.
Wild Oats Markets, Inc.
(Registrant)
By: /s/ Freya R. Brier
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Freya R. Brier
Date: January 9, 2006 Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release of Wild Oats Markets, Inc. dated January 9, 2006.