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): March 15, 2006
DOLLAR
TREE STORES, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State
or
Other Jurisdiction of Incorporation)
0-25464
|
54-1387365
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
500
Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(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 (see
General
Instruction A.2. below):
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
1.01. Entry Into a Material Definitive Agreement.
On
March
15, 2006, the Compensation Committee of the Board of Directors of Dollar
Tree
Stores, Inc., conducted its annual review of the base salaries and incentive
compensation of the Company’s executive officers. The Committee determined that,
for the 2006 fiscal year, it would not increase salaries and, by extension,
potential bonus payouts for these individuals. Instead, each of the Company’s
Named Executive Officers were granted restricted stock units, the vesting
of
which are subject to the executives remaining with the Company over a specified
period of time and the Company achieving a target level of earnings per share
in
fiscal 2006.
The
following table sets forth the annual base salaries of the Company’s Named
Executive Officers. The Named Executive Officers were determined by reference
to
the Company’s proxy statement, dated April 29, 2005.
Name
|
Position
|
Base
Salary
|
Macon
F. Brock, Jr.
|
Chairman
of the Board
|
$
400,000
|
Bob
Sasser
|
President,
Chief Executive Officer
|
700,000
|
Kent
Kleeberger
|
Chief
Financial Officer
|
415,000
|
On
March
15, 2006, the Committee authorized the payment of annual cash bonus awards
to
each of the Company’s Named Executive Officers for fiscal year 2005 which ended
on January 28, 2006. On the same date, the Committee also established the
potential bonus and performance goals for fiscal year 2006. Consistent with
past
practice, 85% of the potential award is based on the Company’s earnings per
share and 15% is based on the officer achieving personal performance goals.
The
following table sets forth the bonus payments for fiscal 2005 and bonus
potential for fiscal 2006:
Name
|
Position
|
Bonus
Potential
Fiscal
2006
|
Bonus
Payments
Fiscal
2005
|
Macon
F. Brock, Jr.
|
Chairman
of the Board
|
$
200,000
|
$
102,760
|
Bob
Sasser
|
President,
Chief Executive Officer
|
350,000
|
171,920
|
Kent
Kleeberger
|
Chief
Financial Officer
|
145,250
|
74,790
|
The
bonus
potential for fiscal 2006 assumes that the Company achieves 100% of its earnings
per share goal and the executive achieves 100% of his personal performance
goal.
If the Company exceeds its earnings per share goal, the executive’s bonus can
exceed the bonus potential set forth above. The bonuses were made pursuant
to
the Executive Officer Cash Bonus Plan which was approved by the shareholders
in
2004.
On
March
15, 2006, the Committee granted 1,500 restricted stock units to Bob Sasser
and
1,000 restricted stock units to Kent Kleeberger under the Company’s Executive
Officer Equity Plan approved by the shareholders in 2004. The vesting of
the
units are subject to the executives remaining with the Company over a specified
period of time and the Company achieving a target level of earnings per share
in
fiscal 2006.
On
March
15, 2006, the Committee approved the grant, effective March 31, 2006, of
20,000
options and 5,000 restricted stock units to Macon Brock Jr.; 30,000 options
and
7,500 restricted stock units to Bob Sasser; and 12,500 options and 3,125
restricted stock units to Kent Kleeberger under the Company’s Executive Officer
Equity Plan approved by the shareholders in 2004.
Item
7.01. Regulation FD Disclosure.
On
March
17, 2006, Dollar Tree Stores, Inc. issued a press release regarding the
Company’s participation in
Merrill
Lynch Retailing Leaders Conference being held on March 21 - 22, 2006 in New
York
City. A
copy of
the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated
herein by this reference.
The
information contained in this item is being furnished to the Securities and
Exchange Commission. Such information shall not be deemed "filed" for purposes
of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject
to
the liabilities of that Section. The information shall not be deemed
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, except as expressly set forth
by
specific reference in such filing.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
99.1 Press
release dated March 17, 2006 issued by Dollar Tree Stores, Inc.
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.
|
|
|
|
DOLLAR
TREE STORES, INC.
|
|
|
|
Date:
March 21, 2006
|
By:
|
/s/ Kent
A. Kleeberger
|
|
Kent
A. Kleeberger
|
|
Chief
Financial Officer
|
EXHIBITS
Exhibit
99.1 - Press
release dated March 17, 2006 issued by Dollar Tree Stores, Inc.