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): December 1, 2004
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CSS Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-2661 13-920657
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
1845 Walnut Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 569-9900
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Not Applicable
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 1, 2004, Richard L. Morris commenced employment with the Company as
Vice President - Chief Information Officer. On such date, the Company and Mr.
Morris entered into an Employment Agreement that provides for an employment term
of three years, subject to early termination by the Company under certain
specified terms and conditions. The Employment Agreement provides for a base
salary in the amount of $230,000 per year, plus such additional salary as may be
approved by the Human Resources Committee (the "Committee") of the Board of
Directors of the Company from and after April 2005. The Agreement also provides:
(i) that Mr. Morris will be eligible to participate in the Company's annual
bonus program at a level of up to 60% of his base salary in accordance with
criteria annually approved by the Committee, (ii) for a recommendation to be
made to the Committee to grant Mr. Morris of a stock option to acquire 25,000
shares of the Company's common stock, subject to the provisions of the Company's
2004 Equity Compensation Plan (the "Plan"), and (iii) that Mr. Morris will be
considered for further Plan option grants by the Committee on not less than an
annual basis thereafter.
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.
CSS Industries, Inc.
(Registrant)
By: /s/ Stephen V. Dubin
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Stephen V. Dubin
Executive Vice President and
General Counsel
Date: December 3, 2004