================================================================================
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 Act of 1934
Date of Report (Date of earliest event reported): April 27, 2005
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21577 84-1100630
(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification Number)
3375 Mitchell Lane
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 440-5220 (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:
[ ] 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 240.13a-4(c))
================================================================================
ITEM 5.02 DEPARTURE OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER.
(d) We announced on April 28, 2005, that Robert B. Dimond has been appointed
Chief Financial Officer and Senior Vice President of the Company. He succeeds
Edward Dunlap, who has served in the position since December 2001, and is now
Senior Vice President of Operations for Wild Oats.
Mr. Dimond's agreement with the Company provides for initial base salary of
$290,000, with certain bonus opportunities dependent on continuing employment
and the achievement of individual and Company performance goals. The Company
created an individual equity incentive plan as inducement to Mr. Dimond's entry
into employment with the Company, and 100,000 shares were reserved for issuance
thereunder. The Company and Mr. Dimond will enter into a severance agreement
such terms including payments in the event that employment with the Company is
terminated by the Company other than for "cause" (as defined in such agreement)
and in the event that employment with the Company is terminated by the Company
other than for "cause" or by the individual for "good reason" (as defined in
such agreement) within 24 months following a "change in control" (as defined in
such agreement) of the Company.
Mr. Dimond has over nineteen years experience in the grocery finance, most
recently with Penn Traffic Company as Executive Vice President and Chief
Financial Officer. Prior to that, Mr. Dimond was Executive Vice President, Chief
Financial Officer and Treasurer from 2000 to November 2004 with Nash Finch
Company, and Group Vice President and Chief Financial Officer from 1999 to 2000
with Kroger Co. Western Region. Mr. Dimond is 43 years old and a certified
public accountant in the state of Utah.
Other than as disclosed in this Item 5.02, there have been no transactions
between Mr. Dimond or any member of his family and the Company since the
beginning of the Company's last fiscal year. Additionally, there are no family
relationships between Mr. Dimond and any director or executive officer of the
Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following is furnished as an exhibit to this Current Report on
Form 8-K:
Exhibit 99.1 Press Release of Wild Oats Markets, Inc. dated April 28, 2005.
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.
Wild Oats Markets, Inc.
(Registrant)
By: /s/ Freya R. Brier
-------------------------
Freya R. Brier
Date: April 28, 2005 Executive Officer
EXHIBIT INDEX
Exhibit No. Description
------------ -----------------------------------------------------------------
Exhibit 99.1 Press Release of Wild Oats Markets, Inc. dated April 28, 2005.