================================================================================
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): October 19, 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 240.13e-4(c))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of October 19, 2006, Wild Oats Markets, Inc., a Delaware corporation
(the "Registrant"), entered into an agreement (the "Agreement"), with Perry D.
Odak, in connection with his resignation as Chief Executive Officer, President
and a Director of the Registrant.
Pursuant to the Agreement, in exchange for mutual general releases of
any claims by Registrant or Mr. Odak against each other and a non-competition
covenant from Mr. Odak through October 2009, Mr. Odak will receive: (a)
continuation of his current base salary for a period of thirty-six (36) months
along with medical, dental and vision benefits for such period; (b) a payment in
the amount of $1,943,346 in recognition of the increased profitability of Wild
Oats and in light of the termination of Registrant's obligations under the
Employment Agreement referenced below; (c) use of the automobile currently
provided by the Registrant for the balance of the term remaining on its lease.
The Registrant will also accelerate the vesting of 4,167 restricted stock units
granted to Mr. Odak for 2006 performance which are scheduled to vest in February
of 2007. Mr. Odak has agreed to provide transition services to the Company for a
90 working day period, as requested from time to time by the Registrant.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As a result of the inability of the parties to agree upon a new or
modified employment agreement, Mr. Odak resigned and the Employment Agreement
dated March 6, 2001, as amended, between Mr. Odak and the Registrant was
terminated as of October 19, 2006, except to the extent incorporated into the
Agreement.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective October 19, 2006, Mr. Odak resigned from his positions as
Chief Executive Officer, President and a Director of Registrant.
On October 19, 2006 the Board appointed its Chairman of the Board,
Gregory Mays, age 60, to the position of Interim Chief Executive Officer. Mr.
Mays has been a Director and Chairman of the Board of Registrant since July
2006. Because of his appointment as Interim Chief Executive Officer, Mr. Mays is
temporarily stepping down from his positions on the Board's Audit Committee and
Compensation Committee. In the interim, Board member Hal Brice will join the
Audit Committee. There is no arrangement or understanding pursuant to which Mr.
Mays was selected as a Director, and there are no related party transactions
between Registrant and Mr. Mays reportable under item 404(a) of Regulation S-K.
Mr. Mays has held numerous senior executive positions in the food
retail industry, in a 33 year career. Companies in which he has been a senior
executive include Ralphs Grocery Company, Food 4 Less Supermarkets, Alpha Beta
Stores, Almacs' Supermarkets and Cala Foods. From February 1999 to present he
has been a consultant. He currently serves as a Director of Pathmark
Supermarkets, Inc., Source Interlink Companies, Inc. and Simon Worldwide, Inc.
In order to assist Mr. Mays with his new duties, the Board has created
an Executive Committee of the Board consisting of Brian K. Devine and John A.
Shields, who will interact and consult with Mr. Mays on interim management of
Registrant. Mr. Devine has been a Director of Registrant since October 1997 and
he is Chairman of Petco Animal Supplies, Inc. He has been with Petco since 1990.
Prior to that he was President of Krause Sofa Factory and a senior executive
with Toys "R" Us. Mr. Devine serves on the Boards of the Retail Industry Leaders
Association and National Retail Federation, among others.
Mr. Shields has been on the Board of Registrant since July 1996 and was
Chairman from July 1996 through May 2004. From June 1995 to July 1996, Mr.
Shields was a member of the Board of Directors of Alfalfa's, Inc., which merged
with the Company in 1996. He was Chairman of the Board of Homeland Stores, Inc.,
from October 1997 to October 2001. From January 1994 through December 1997, Mr.
Shields was Chairman of the Board of Delray Farms Markets. From 1983 until 1993,
Mr. Shields was President and Chief Executive Officer of First National
Supermarkets. He is currently a Director of Shore Bank and Trust Company.
At this time, the terms of any additional compensation arrangement
between Mr. Mays and the Registrant has not been determined.
A copy of Registrant's press release announcing Mr. Odak's resignation,
the appointment of Mr. Mays, and the creation and membership of the Executive
Committee is attached as Exhibit 99 to this current report on Form 8-K.
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 dated October 25, 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
------------------
Freya R. Brier
Date: October 25, 2006 Executive Officer
EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------------
Exhibit 99.1 Press Release of Wild Oats Markets, Inc. dated October 25, 2006.