UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2007
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
0-1375 |
|
95-0725980 |
|
(State or Other
Jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
|
|
|
|
|
|
|
20333 South Normandie Avenue, Torrance, California |
|
90502 |
||
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
|
|
|
|
|
|
|
(310) 787-5200 |
||||
|
(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))
EXPLANATORY NOTE
Farmer Bros. Co., a Delaware corporation (the “Company”), is filing this Current Report on Form 8-K/A to amend Item 5.02 and Item 8.01 initially filed with the Securities and Exchange Commission on a Current Report on Form 8-K on August 29, 2007 (the “Form 8-K”).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Fiscal 2007 Incentive Compensation Awards
The Company
previously reported in the Form 8-K that the Board had approved executive bonus
awards for the fiscal year ended June 30, 2007 under the Farmer Bros. Co. 2005
Incentive Compensation Plan (the “2005 Plan”) for the Company’s executive
officers as follows: $105,000 for Guenter
W. Berger; $135,000 for Roger M. Laverty III; $85,000 for John E. Simmons; and
$65,000 for Michael J. King. Such bonus
awards were preliminary based on the Company’s unaudited consolidated financial
results for the fiscal year ended June 30, 2007. Based on the Company’s audited consolidated
financial results for the fiscal year ended June 30, 2007, final executive
officer bonuses for fiscal 2007 are as follows:
$125,000 for Mr. Berger; $155,000 for Mr. Laverty; $100,000 for Mr. Simmons;
and $80,000 for Mr. King. The form of
award letter under the 2005 Plan for fiscal 2007 is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The Company previously announced that the record date for the annual meeting of stockholders would be October 7, 2007. The Company has changed the record date to October 8, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
10.1* |
|
Form of Award Letter (Fiscal 2007) under Farmer Bros. Co. 2005 Incentive Compensation Plan |
* Management contract or compensatory plan or arrangement.
2
SIGNATURE
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.
Dated: September 14, 2007
|
|
FARMER BROS. CO. |
||
|
|
|
||
|
|
|
||
|
|
By: |
/s/ JOHN E. SIMMONS |
|
|
|
Name: John E. Simmons |
||
|
|
Title: Treasurer, Chief Financial Officer |
||
3
EXHIBIT INDEX
|
Exhibit No. |
|
Description |
|
|
|
|
|
10.1* |
|
Form of Award Letter (Fiscal 2007) under Farmer Bros. Co. 2005 Incentive Compensation Plan |
|
|
|
|
* Management contract or compensatory plan or arrangement.
4