SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 25, 1996
SYRATECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12624 13-3354944
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
175 McClellan Highway
EAST BOSTON, MA 02128-9114
(Address of principal executive office)
Registrant's telephone number, including area code: (617) 561-2200
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Item 5.OTHER EVENTS
On July 25, 1996 the Compensation and Stock Option Committee
(the "Committee") of the Board of Directors of the Corporation approved
amendments to the Employment agreements of Alan R. Kanter, Vice President
- - Sales, and E. Merle Randolph, Vice President, Treasurer and Chief
Financial Officer. On the same date the Committee authorized the
Corporation to enter into a Retirement Benefit Agreement with Faye A.
Florence, Vice President, Secretary and General Counsel. The amendments
and the Retirement Benefit Agreement with Ms. Florence each provides for
the payment of retirement benefits to the subject executives beginning at
age 65 or the date of such executive's retirement, whichever occurs
later. On September 12, 1996, the Committee modified its July 25, 1996
resolutions so as to provide that the minimum annual retirement benefit
payable to each of such executives will be $75,000. Promptly following
the action taken by the Committee, the Corporation entered into
amendments to the employment agreements with Messrs. Kanter and Randolph
and entered into a Retirement Benefit Agreement with Ms. Florence.
Item 7.FINANCIAL STATEMENTS AND EXHIBITS
* * *
(c) Exhibits:
1. Amendment No. 1 dated as of July 27, 1996 to Agreement dated as
of August 16, 1991 between the Corporation and Alan R. Kanter.
2. Amendment No. 1 dated as of July 27, 1996 to Agreement dated as
of August 16, 1991 between the Corporation and E. Merle
Randolph.
3. Retirement Benefit Agreement dated as of July 27, 1996 between
the Corporation and Faye A. Florence.
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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 thereunto duly authorized.
SYRATECH CORPORATION
By /s/ E. Merle Randolph
E. Merle Randolph
Vice President
Date: September 17, 1996
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EXHIBIT INDEX
SYRATECH CORPORATION
Current Report on Form 8-K
Dated July 25, 1996
EXHIBIT NO. DESCRIPTION PAGE
1. Amendment No. 1 dated as of July 27, 1996 to Agreement dated as
of August 16, 1991 between the Corporation and Alan R. Kanter.
2. Amendment No. 1 dated as of July 27, 1996 to Agreement dated as
of August 16, 1991 between the Corporation and E. Merle
Randolph.
3. Retirement Benefit Agreement dated as of July 27, 1996 between
the Corporation and Faye A. Florence.
Exhibit 1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1, dated as of July 27, 1996, to Agreement, dated
as of August 16, 1991, between SYRATECH CORPORATION, a Delaware
corporation (the "Company") and ALAN R. KANTER (the "Executive").
The Executive is now, and at all times since prior to
August 16, 1991 has been, Vice President - Sales of the Company. On
August 16, 1991 the Company and the Executive entered into an Employment
Agreement (the "Agreement"). The Company and the Executive wish to
modify the Agreement to make provision for payment to the Executive of a
retirement benefit.
In consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. CONTINUATION OF EMPLOYMENT. The Executive hereby agrees
to continue to serve as a full-time employee of the Company for a period
of at least three years following the date of this Agreement.
2. RETIREMENT BENEFIT. There is hereby added to the
Agreement a new Section 3.4 reading in its entirety as follows:
3.4 RETIREMENT BENEFIT. From and after the "Deemed
Retirement Date" (as hereinafter defined) and until the last day of
the month during which the Executive's death shall occur, the
Executive shall be entitled to receive from the Company, and the
Company shall pay to the Executive, as a fully vested benefit, an
annual retirement benefit equal to the greater of (a) $75,000 or (b)
the product of (i) one-half of one percentum (0.5%) of the average
total annual compensation (i.e., base salary plus bonus
compensation) paid to the Executive by the Company in the three
years (as defined below) next preceding the Deemed Retirement Date
and (ii) the number of full years (a "year" being defined as a
period of 365 calendar days) during which the Executive was a full-
time employee of the Company or one or more
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2
subsidiaries of the
Company (whether or not such full-time employment occurred before or
after the date of this Agreement so long as such full-time
employment occurred after the date of incorporation of the Company),
calculated as of the Deemed Retirement Date; provided, however, that
such annual retirement benefit shall be offset (that is, diminished)
by the amount of any annual retirement benefit that the Executive
shall be or become entitled to receive (and shall actually receive)
under any Company-funded pension plan that may be adopted after the
date of this Agreement. The annual retirement benefit shall be
payable in equal monthly installments in arrears beginning with the
last day of the month in which the Deemed Retirement Date occurs.
As used herein, the term "Deemed Retirement Date" shall mean the
first day of the month next following the calendar month during
which occurs the later of (x) the 65th anniversary of the
Executive's date of birth or (y) the last day of full-time
employment of the Executive by the Company, regardless of the
circumstances under which the Executive's full-time employment is
terminated.
3. CONFIRMATION OF OTHER TERMS. In all other respects the
provisions of the Agreement are ratified, confirmed and approved, except
that the parties acknowledge that, as contemplated by the second sentence
of Section 3.0 of the Agreement, effective as of January 1, 1996, the
Executive's base salary was increased by the Company to Three Hundred
Fifty Thousand Dollars ($350,000) per annum.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Agreement as of the day and year first above written.
SYRATECH CORPORATION
By /s/ Leonard Florence
Leonard Florence
Chairman of the Board, President
and Chief Executive Officer
/s/ Alan R. Kanter
Alan R. Kanter
Exhibit 2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1, dated as of July 27, 1996, to Agreement,
dated as of August 16, 1996, between SYRATECH CORPORATION, a Delaware
corporation (the "Company") and E. MERLE RANDOLPH (the "Executive").
The Executive is now, and at all times since prior to
August 16, 1996 has been, Vice President, Treasurer and Chief Financial
Officer of the Company. On August 16, 1991 the Company and the Executive
entered into an Employment Agreement (the "Agreement"). The Company and
the Executive wish to modify the Agreement to make provision for payment
to the Executive of a retirement benefit.
In consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. CONTINUATION OF EMPLOYMENT. The Executive hereby agrees
to continue to serve as a full-time employee of the Company for a period
of at least one year following the date of this Agreement.
2. RETIREMENT BENEFIT. There is hereby added to the
Agreement a new Section 3.4 reading in its entirety as follows:
3.4 RETIREMENT BENEFIT. From and after the "Deemed
Retirement Date" (as hereinafter defined) and until the last day of
the month during which the Executive's death shall occur, the
Executive shall be entitled to receive from the Company, and the
Company shall pay to the Executive, as a fully vested benefit, an
annual retirement benefit equal to the greater of (a) $75,000 or (b)
the product of (i) 1% of the average total annual compensation
(i.e., base salary plus bonus compensation) paid to the Executive by
the Company in the three years (as defined below) next preceding the
Deemed Retirement Date and (ii) the number of full years (a "year"
being defined as a period of 365 calendar days) during which the
Executive was a full-time employee of the Company or one or more
subsidiaries of the Company
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2
(whether or not such full-time
employment occurred before or after the date of this Agreement so
long as such full-time employment occurred after the date of
incorporation of the Company), calculated as of the Deemed
Retirement Date; provided, however, that such annual retirement
benefit shall be offset (that is, diminished) by the amount of any
annual retirement benefit that the Executive shall be or become
entitled to receive (and shall actually receive) under any Company-
funded pension plan that may be adopted after the date of this
Agreement. The annual retirement benefit shall be payable in equal
monthly installments in arrears beginning with the last day of the
month in which the Deemed Retirement Date occurs. As used herein,
the term "Deemed Retirement Date" shall mean the first day of the
month next following the calendar month during which occurs the
later of (x) the 65th anniversary of the Executive's date of birth
or (y) the last day of full-time employment of the Executive by the
Company, regardless of the circumstances under which the Executive's
full-time employment is terminated.
3. CONFIRMATION OF OTHER TERMS. In all other respects the
provisions of the Agreement are ratified, confirmed and approved, except
that the parties acknowledge that, as contemplated by the second sentence
of Section 3.1 of the Agreement, effective as of January 1, 1996, the
Executive's base salary was increased by the Company to Three Hundred
Twenty-Five Thousand Dollars ($325,000) per annum.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Agreement as of the day and year first above written.
SYRATECH CORPORATION
By /S/ Leonard Florence
Leonard Florence
Chairman of the Board, President
and Chief Executive Officer
/s/E. Merle Randolph
E. Merle Randolph
Exhibit 3
RETIREMENT BENEFIT AGREEMENT
AGREEMENT, dated as of July 27, 1996, between SYRATECH
CORPORATION, a Delaware corporation (the "Company") and FAYE A. FLORENCE
(the "Executive").
The Executive is Vice President, Secretary and General Counsel
of the Company. The Company and the Executive wish to make provision for
payment to the Executive of a retirement benefit.
In consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. CONTINUATION OF EMPLOYMENT. The Executive hereby agrees
to continue to serve as a full-time employee of the Company for a period
of at least one year following the date of this Agreement.
2. RETIREMENT BENEFIT. From and after the "Deemed Retirement
Date" (as hereinafter defined) and until the last day of the month during
which the Executive's death shall occur, the Executive shall be entitled
to receive from the Company, and the Company shall pay to the Executive,
as a fully vested benefit, an annual retirement benefit equal to the
greater of (a) $75,000 or (b) the product of (i) one-half of one
percentum (0.5%) of the average total annual compensation (i.e., base
salary plus bonus compensation) paid to the Executive by the Company in
the three years (as defined below) next preceding the Deemed Retirement
Date and (ii) the number of full years (a "year" being defined as a
period of 365 calendar days) during which the Executive was a full-time
employee of the Company or one or more
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2
subsidiaries of the Company
(whether or not such full-time employment occurred before or after the
date of this Agreement so long as such full-time employment occurred
after the date of incorporation of the Company), calculated as of the
Deemed Retirement Date; provided, however, that such annual retirement
benefit shall be offset (that is, diminished) by the amount of any annual
retirement benefit that the Executive shall be or become entitled to
receive (and shall actually receive) under any Company-funded pension
plan that may be adopted after the date of this Agreement. The annual
retirement benefit shall be payable in equal monthly installments in
arrears beginning with the last day of the month in which the Deemed
Retirement Date occurs. As used herein, the term "Deemed Retirement
Date" shall mean the first day of the month next following the calendar
month during which occurs the later of (x) the 65th anniversary of the
Executive's date of birth or (y) the last day of full-time employment of
the Executive by the Company, regardless of the circumstances under which
the Executive's full-time employment is terminated.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Agreement as of the day and year first above written.
SYRATECH CORPORATION
By /s/ Leonard Florence
Leonard Florence
Chairman of the Board, President
and Chief Executive Officer
/s/Faye A. Florence
Faye A. Florence
