SUN TELEVISION & APPLIANCES INC
8-K, 1996-06-11
RADIO, TV & CONSUMER ELECTRONICS STORES
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                       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: JUNE 11, 1996

                       SUN TELEVISION AND APPLIANCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


    Ohio                     0-19269                           31-1178151
(STATE OR OTHER        (COMMISSION FILE NO.)                  (IRS EMPLOYER
JURISDICTION OF                                           IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

                                 6600 Port Road
                              Groveport, Ohio 43125
                                 (614) 492-5600
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
        INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 Not Applicable
             (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>   2
ITEM  5.  OTHER EVENTS.

         On June 11, 1996, Sun Television and Appliances, Inc., an Ohio
corporation ("Sun"), announced the resignation of Robert E. Oyster, its Chairman
and Chief Executive Officer. James R. Copitzky, its President and Chief
Operating Officer, will assume the additional post of Chief Executive Officer of
Sun. In connection with his resignation, Mr. Oyster entered into a Severence
Agreement with Sun under which he will receive a total of $1,548,750 in
severence compensation as well as health insurance and certain other benefits
for one year.

         The Severence Agreement and Sun's press release issued June 11, 1996
regarding Mr. Oyster's resignation are attached as exhibits to this report and
are incorporated herein by reference. The foregoing summary of the Severence
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (C)      EXHIBITS.

             Exhibit No.                       Description

                10(a)          Severence Agreement, dated June 10, 1996, between
                               Sun Television and Appliances, Inc. and Robert E.
                               Oyster.

                99(a)          Press release of Sun Television and Appliances,
                               Inc. issued June 11, 1996, regarding Mr. Oyster's
                               resignation.


                                   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.

                                       SUN TELEVISION AND APPLIANCES, INC.


Date:    June 11, 1996                 By: /s/ James R. Copitzky
                                          -------------------------
                                          James R. Copitzky, President

                                       -2-
<PAGE>   3
                                  EXHIBIT INDEX

   Exhibit No.                   Description                            Page

     10(a)      Severence Agreement, dated June 10, 1996, between
                Sun Television and Appliances, Inc. and Robert E.
                Oyster.

     99(a)      Press release of Sun Television and Appliances,
                Inc. issued June 11, 1996, regarding Mr. Oyster's
                resignation.

                               -3-

<PAGE>   1
                                                                    Exhibit 10a


                       SEVERANCE AGREEMENT


         THIS AGREEMENT is made as of June 10, 1996 between Sun Television and
Appliances, Inc., an Ohio corporation (the "Company") and Robert E. Oyster (the
"Executive"), under the following circumstances:

         A. The Company and the Executive entered into an agreement dated as of
April 1, 1995 setting forth the terms pursuant to which the Company would employ
the Executive as its President and Chief Operating Officer and the Executive
would accept such employment. That agreement is hereinafter referred to as the
"Employment Agreement."

         B. On July 31, 1995, the Executive was appointed by the Board of
Directors of the Company to the office of Chairman and Chief Executive Officer
of the Company. Since that date, the Executive has served the Company in that
capacity. The Employment Agreement has neither been modified nor terminated.

         C. The Company and the Executive agree that the Executive's employment
by the Company shall be terminated as provided in this Agreement.


         The Company and the Executive, therefore, agree as follows:

         1. The employment of the Executive by the Company as Chairman and Chief
Executive Officer is hereby terminated, effective as of the date of this
Agreement. Effective as of the date of this Agreement, the Executive resigns
from the Board of Directors of the Company.

         2. The Company shall pay to the Executive, in twenty-six equal
bi-weekly installments, the first of which shall be paid on June 15, 1996, the
sum of $1,548,750. The Company will continue during that period the payment of
annual dues for his membership in the Athletic Club of Columbus, will maintain
during that period for the Executive's benefit all costs associated with the
Executive's continued participation in any life insurance, medical, health and
accident, disability or other welfare benefit plans or programs maintained by
the Company and in which the Executive was participating at the date of this
Agreement or, if the Executive's participation in any such plan or program is
not permitted, will provide directly the benefits to which the Executive would
be entitled to under such plans and programs, and will continue to provide,
during the term of the current lease thereof, the use and the cost of operation
and maintenance of the Cadillac Seville automobile at present leased for the
Executive.


         In addition to the foregoing, the Company will make available to the
Executive outplacement services comparable to those made available to other
Company employees and

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<PAGE>   2
will, upon request, furnish one or more favorable letters of recommendation to
prospective employers.

         3. The Executive agrees that, in order to provide for an orderly
transition in the senior management of the Company, he will, for a reasonable
period of time (in no event to exceed six months) consult with and advise the
President, the Executive Vice President and Treasurer of the Company and others
designated by them as to such matters as they may from time to time request. In
consideration of the Executive's agreement to provide such consulting and
advisory services, the Company agrees, notwithstanding the provisions of Section
10 of the Company's Stock Option Plan, to extend the time when the Executive may
exercise outstanding options to purchase shares of common stock of the Company
to the close of business on July 1, 1996.

         4. The Executive acknowledges that the principal business of the
Company is the operation of consumer electronics and appliance stores ("the
Company Business"), and that the Company is one of a limited number of persons
who have developed such business, that the Executive's employment by the Company
has given him access to confidential and proprietary information belonging to
the Company, and that the Company would not have entered into this Agreement but
for the agreements and covenants of the Executive in this Section 4.
Accordingly, the Executive covenants and agrees that:

         (a) The Executive will not, directly or indirectly, for a period of one
  year commencing on the date of this Agreement (the "Restricted Period"), (i)
  engage in the Company Business for the Executive's own account within 100
  miles of any store operated by the Company or proposed to be opened by the
  Company at the date of this Agreement or (ii) render any services as an
  officer, director, consultant, or employee to any person other than the
  Company engaged in such business within 100 miles of any store operated by the
  Company or proposed to be opened by the Company at the date of this Agreement.
  For the purpose of this Section 4, a store as to which a decision has been
  made by the Company to negotiate for a site will be considered as "proposed to
  be opened."

         The Executive may refuse to accept the compensation due him in
  accordance with Section 2, and from and after the time the Executive refuses
  compensation, the Executive will be free to compete with the Company but will
  be bound by the confidentiality and other provisions of this Section 4.

         (b) During the Restricted Period, the Executive will not, directly or
  indirectly, (i) knowingly solicit or encourage to leave the employment of the
  Company or any of its affiliates any employee of the Company or any of its
  affiliates or (ii) hire any employee who has left the employment of the
  Company or any of its affiliates within six months of the termination of such
  employee's employment with the Company or any of its affiliates.


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<PAGE>   3
        (c) During and after the Restricted Period, the Executive will keep
 secret and retain in strict confidence and will not use for his benefit or for
 the benefit of others, except in connection with the business and affairs of
 the Company and its affiliates, all confidential matters relating to the
 Company's business and to the Company and its affiliates learned by the
 Executive heretofore or hereafter, directly or indirectly, from the Company and
 its affiliates, including, without limitation, all software systems, trade
 secrets, customer lists, supplier information, costing information, financial
 information and similar property (the "Confidential Company Information"), and
 will not disclose the Confidential Company Information to anyone outside the
 Company and its affiliates except with the Company's express prior written
 consent and except for the Confidential Company Information which (i) is at the
 time of receipt or thereafter becomes publicly known through no wrongful act of
 the Executive, (ii) is received without breach of this Agreement from a third
 party not under an obligation to keep such information confidential, or (iii)
 is required to be disclosed by legal order or subpoena.

        (d) All memoranda, notes, lists, records and other documents (and all
 copies thereof) made or copied by the Executive or made available to the
 Executive concerning the Company's business or the Company or any of its
 affiliates will be the Company's property and will be kept confidential in
 accordance with the provisions of this Agreement and will be left with the
 Company.

        (e) If the Executive breaches or threatens to commit a breach of any of
 the provisions of Sections 4(a)-(d) (the "Restrictive Covenants"), the Company
 will have the following rights and remedies, each of which rights and remedies
 will be independent of the other and severally enforceable, and all of which
 rights and remedies will be in addition to, and not in lieu of, any other
 rights and remedies available to the Company at law or in equity:

           (1) The right to have the Restrictive Covenants specifically enforced
    by any court having equity jurisdiction, including, without limitation, the
    right to entry against the Executive of restraining orders and injunctions
    (preliminary, mandatory, temporary, and permanent) against violations,
    threatened or actual, and whether or not continuing, of such covenants, it
    being acknowledged and agreed that any such breach or threatened breach will
    cause irreparable injury to the Company and that money damages will not
    provide an adequate remedy to the Company.


           (2) The right to damages as provided by law.

         5. The Employment Agreement is hereby cancelled and superseded. This
Agreement constitutes full discharge and satisfaction of any and all claims
either party has or may have against the other arising out of or based upon the
Employment Agreement or the

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employment relationship between the Executive and the Company, and each party
hereby waives and releases the other party from any and all such claims.

         IN WITNESS WHEREOF, the parties have signed this Agreement effective as
of the date and year first above written.


COMPANY:                               EXECUTIVE:

SUN TELEVISION AND
APPLIANCES, INC.


By: /S/   James R. Copitzky              /S/   Robert E. Oyster
    -------------------------            --------------------------
    Name                                 Robert E. Oyster
   
      President
    -------------------------
    Title

                                      - 4 -

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                                                                    Exhibit 99a


                                                          FOR IMMEDIATE RELEASE

                        [SUN SUPER SAVINGS CENTERS LOGO]


         SUN TELEVISION AND APPLIANCES, INC. ANNOUNCES CEO RESIGNATION

        Columbus, Ohio, June 11, 1996...Sun Television and Appliances, Inc.
(NASDAQ-NMS:SNTV) today announced the resignation of Robert E. Oyster, Chairman
of the Board and CEO. James R. Copitzky, President and COO will assume the
additional post of Chief Executive Officer. The Board expressed its gratitude
to Mr. Oyster for his years of dedication and achievement, and looks forward to
working with Mr. Copitzky in his new capacity.

Mr. Oyster commented, "I have spent a very rewarding seventeen years integrally
involved in the development and expansion of a successful retailing
organization that achieved regional dominance. With the entry of multiple
national competitors in our markets I set out to recruit a person with the
skills needed to lead our company in this environment. With that in mind, Jim
Copitzky from Sears' Brand Central was hired as my successor. Jim joined us
early in February as President and COO and the Board of Directors concurs that
now is an appropriate time for his elevation to CEO, as well."

Mr. Copitzky commented, "Bob Oyster's departure closes a significant chapter in
Sun's history. Bob has provided vision and direction to the company which
greatly contributed to Sun's industry-leading sales growth and market
dominance. His guidance and leadership will be missed and we wish him well. I am
pleased that Bob has agreed to make himself available for future consultation
as needed by the Company."

Commenting on the future, Copitzky said, "We have a number of challenges facing
us while continuing to grow in our highly competitive market. I am, however,
confident that we can build upon Sun's core strengths. We currently have
a number of initiatives underway to improve our merchandising strategies and
profitability while further differentiating Sun from its competitors through an
increased focus on meeting our customers' merchandising needs and solutions. We
have also increased the bench strength of our senior management team with the
recent addition of our new CFO, Steve Martin, as well as the recent promotion
of Dennis May to Vice President of Sales and Marketing. We are in the process
of reviewing every aspect of our infrastructure to ensure we are operating as
efficiently as possible. Furthermore, we are committed to maximizing our
organizational performance which will ultimately lead to achievement of our
overarching goal of enhancing shareholder value."

Sun Television and Appliances, Inc. is a leading specialty retailer of
high-quality, brand-name consumer electronics, home appliance and office
products. The Company operates 48 stores in Ohio, Pennsylvania, New York, West
Virginia and Kentucky.

Investor Relations Contacts: At the Company: James R. Copitzky, Sun Television 
and Appliances, Inc. (614) 492-5600, or our external investor relations 
consultant, Melodye Demastus, Melrose Consulting (614) 771-0860.

                                     -end-



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