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
12, 2008
The
Knot, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
0-28271
|
13-3895178
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
462
Broadway, 6th Floor, New York, New York
|
10013
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code:
(212) 219-8555
|
_____________________
(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)
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
May
12, 2008, The Knot, Inc. appointed Carol Koh Evans as Chief Operating
Officer.
The
current Chief Operating Officer of The Knot, Sandra Stiles, will transition
to a
new role as Special Adviser to the Chief Executive Officer. She also resigned
as
a director of The Knot on May 12, 2008.
Ms.
Evans, 37, joins from Massive Incorporated, a subsidiary of Microsoft
Corporation, where she has been General Manager since May 2006. Prior to joining
Massive following its acquisition by Microsoft, Ms. Evans spent five years
with
Microsoft in Corporate Development, Corporate Strategy and MSN M&A where she
primarily supported Microsoft’s consumer initiatives, including the Online
Services and Entertainment and Devices divisions. Prior to Microsoft, Ms. Evans
led Corporate Development for The Knot. In addition, she worked as an investment
banker with Lehman Brothers in New York and Hong Kong and Robertson Stephens
in
San Francisco and participated in General Electric’s Financial Management
Program.
There
is
no arrangement or understanding between Ms. Evans and other persons pursuant
to
which Ms. Evans was selected as an officer. There have been no past or proposed
transactions in which The Knot was or is to be a participant and in which Ms.
Evans had or will have a direct or indirect material interest other than her
prior employment relationship and the related compensation.
The
Knot
entered into a letter agreement with Ms. Evans confirming the terms of her
employment, which are briefly described below. The description of the letter
agreement below is qualified in its entirety by reference to the full text
of
the letter agreement, a copy of which is filed with this report as Exhibit
10.1,
and is incorporated by reference into this report.
Ms.
Evans
will receive an annual salary of $285,000. She will be eligible to earn an
annual cash incentive bonus, expressed as a percentage of base salary. The
target and maximum bonus opportunities will be set by the Compensation Committee
of the Board of Directors, and the amount of the actual bonus will be determined
according to her achievement of certain performance criteria established by
the
Compensation Committee. For the year ending December 31, 2008, she will fully
participate in The Knot’s incentive compensation program, her target and maximum
bonus opportunities therein will be based on her annualized base salary and
not
on her actual salary paid for 2008, and she is guaranteed to receive a bonus
of
no less than $50,000.
The
Knot
will compensate Ms. Evans for certain deferred compensation that she represented
to the company that she forfeited by reason of leaving her prior employment.
This compensation consists of: (1) $56,000 in cash, to be paid on May 15, 2008,
and (2) a grant of 6,000 vested shares of common stock of the Company, which
was
made upon her appointment.
Ms.
Evans
received a restricted stock grant of 50,000 shares upon her appointment, which
will vest over a four-year term, with the first 25% of the grant vesting on
the
first anniversary of the grant, and the balance of the grant vesting in equal
monthly installments thereafter. In addition, if The Knot is acquired by merger,
asset sale or sale of more than 50% of its voting securities by the
stockholders, in addition to those shares of restricted stock that previously
vested before such change in control in accordance with the regular vesting
schedule, an amount of shares of restricted stock will vest upon such event
equal to the greater of (1) the shares of restricted stock that would otherwise
have vested during the one year period following the change in control, and
(2)
50% of the shares of restricted stock that are not vested on the date of the
change in control.
If
her
employment is involuntarily terminated without cause by The Knot or a successor
entity, or if she resigns for good reason (as “cause” and “good reason” are
defined in the letter agreement), Ms. Evans will receive a lump-sum payment
equal to her annualized base salary, at her rate of pay in effect immediately
prior to such termination or resignation, and for 12 months after such
termination or resignation receive all benefits (other than vesting of any
equity award) that were associated with her employment immediately prior to
such
termination or resignation (to the extent and at such levels that these benefits
remain available to employees of The Knot generally during such 12-month
period).
If
Ms.
Evans becomes responsible for any tax, interest or penalties under Sections
409A
or 4999 of the Internal Revenue Code in connection with payments made to her
by
The Knot, Ms. Evans will be entitled to receive an additional payment from
The
Knot equal to such tax amounts.
Before
she is eligible to participate in the company’s benefits program, The Knot shall
reimburse Ms. Evans for all of her COBRA expenses for up to 60 days and
reimburse her for all benefits related expenses that would otherwise be covered
by the company’s benefits program.
In
addition, The Knot entered into an indemnification agreement with Ms. Evans
in
the form entered into with the Company’s other directors and executive officers.
The indemnification agreement contains provisions that require The Knot, among
other things, to indemnify Ms. Evans against certain liabilities (other than
liabilities arising from intentional or knowing and culpable violations of
law)
that may arise by reason of her status or service as an executive officers
or
other entities to which she provides service at The Knot’s request and to
advance expenses she may incur as a result of any proceeding against her as
to
which she could be indemnified.
On
May
12, 2008, The Knot issued a press release announcing the appointment of Ms.
Evans. A copy of The Knot’s press release is filed with this report as Exhibit
99.1, and is incorporated by reference into this report.
Item
9.01. |
Financial
Statements and Exhibits.
|
(d)
Exhibits. The following documents are included as exhibits to this
report:
|
10.1
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Letter
Agreement between The Knot, Inc. and Carol Koh
Evans.
|
|
99.1
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Press
Release dated May 12, 2008.
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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.
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THE
KNOT, INC.
(Registrant)
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|
|
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Date: May
12,
2008 |
By: |
/s/ RICHARD
E. SZEFC |
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Richard
E. Szefc
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Chief
Financial Officer
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EXHIBIT
INDEX
10.1
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Letter
Agreement between The Knot, Inc. and Carol Koh Evans.
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99.1
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Press
Release dated May 12, 2008.
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