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): May 5, 2009
Footstar,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-11681
(Commission
File Number)
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22-3439443
(IRS
Employer Identification No.)
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933
MacArthur Boulevard
Mahwah,
New Jersey
(Address
of Principal Executive Offices)
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07430
(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 934-2000
N/A
(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))
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors;Appointment of Certain Officers;
Compensatory Arrangements of
Certain
Officers.
On May 5, 2009, at a Special Meeting of
shareholders of Footstar, Inc. (the “Company”), the Company’s shareholders
adopted and approved a plan of complete dissolution and liquidation of the
Company (the “Plan”) as outlined in the Company’s definitive proxy statement
which was filed with the Securities and Exchange Commission on April 6, 2009
(the “Proxy Statement”). After the Special Meeting, the
Company filed a Certificate of Dissolution with the Secretary of State of
Delaware. The Board of Directors disclosed in the Proxy Statement
that it anticipated that, if the Plan was approved, the size of the Board of
Directors would be reduced from seven to three members. Therefore, in
connection with the dissolution of the Company, on May 5, 2009, Michael A.
O’Hara, Alan I. Weinstein, Gerald F. Kelly, Jr., and Steven D. Scheiwe resigned
from the Board of Directors effective immediately.
On May 5, 2009, the Company determined
to award to each of Maureen Richards, Senior Vice President, General Counsel and
Corporate Secretary, and Michael J. Lynch, Senior Vice President and Chief
Financial Officer, a lump sum cash payment in the amount of $30,000, which is
payable promptly and in no event later than 15 days following their respective
termination of employment. Ms. Richards’ and Mr. Lynch’s employment
is expected to terminate on May 15, 2009. Such lump sum cash payments
will be in consideration for the agreement by each of Ms. Richards and Mr. Lynch
to assist the Company after their respective employment is terminated in
connection with any claims or administrative matters that may arise from time to
time in connection with the wind-down of the Company.
* * * * *
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.
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Footstar, Inc. |
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Date:
May 6, 2009
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By:
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/s/ Maureen
Richards |
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Name: |
Maureen
Richards |
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Title: |
Senior
Vice President, General Counsel
and
Corporate Secretary
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