Genesco Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 26, 2006 (October 26, 2006)
(Exact Name of Registrant as Specified in Charter)
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Tennessee
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1-3083
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62-0211340 |
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation)
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Identification No.) |
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1415 Murfreesboro Road
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Nashville, Tennessee
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37217-2895 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 5.02. Election of Director; Appointment of Principal Officer.
Appointment of President and Election of Director. On October 25, 2006, the board of
directors of Genesco Inc. named Robert J. Dennis as President and Chief Operating Officer and a
director of the Company. Mr. Dennis, 52, joined Genesco as chief executive officer of its Hat
World subsidiary on the Companys acquisition of the Hat World business in April 2004. In June
2004, Mr. Dennis was named a Senior Vice President of Genesco. In October 2005, he was named
executive vice president and chief operating officer of the Company. He joined Hat World as
chairman and chief executive officer in 2001, after serving as Executive Vice President of Asbury
Automotive Group, Inc., an automotive retail and service company, from 1997 to 1999, and as an
independent consultant in 1999. On September 5, 2006, the Company and Mr. Dennis entered into an
Employment Protection Agreement providing for continuation of Mr. Denniss employment for three
years following a Change in Control, as defined therein. The agreement is on substantially the
same terms as agreements previously entered into between the Company and each of its vice
presidents and senior vice presidents. The form of agreement was filed as Exhibit (10)p to the
Annual Report on Form 10-K for the year ended February 1, 1997.
Item 7.01. Regulation FD Disclosure.
On October 25, 2006, Genesco Inc. issued a press release announcing the appointment of Robert J.
Dennis to the office of President and Chief Operating Officer and as a director. A copy of the
press release is furnished herewith as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 26, 2006 |
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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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GENESCO INC.
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Date: October 26, 2006 |
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/s/ Roger G. Sisson
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Name: |
Roger G. Sisson |
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Title: |
Vice President, Secretary
and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 26, 2006 |
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Ex-99.1
EXHIBIT
99.1
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Financial Contact:
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James S. Gulmi (615) 367-8325 |
Media Contact:
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Claire S. McCall (615) 367-8283 |
DENNIS NAMED PRESIDENT OF GENESCO
Pennington Continues as Companys Chairman and Chief Executive Officer
NASHVILLE, Tenn., Oct. 26, 2006 - Genesco Inc. (NYSE: GCO) Chairman and Chief Executive Officer
Hal N. Pennington announced the appointment of Robert J. Dennis as president of the Company, adding
to his current responsibilities as chief operating officer. In addition, Dennis was elected a
director of Genesco.
Dennis
was named executive vice president and chief operating officer of
Genesco in October
2005. He had previously served as chief executive officer of Hat World Corporation since 2001.
Following the Companys acquisition of Hat World in April 2004, he was named a senior vice
president of Genesco in June 2004.
Pennington, who continues as chairman and chief executive officer, said that Dennis would
assume responsibility for operational support functions including corporate administration, human
resources, real estate and information systems, in addition to his oversight of the Companys
operating divisions. Other corporate staff functions will continue to report directly to
Pennington.
Over the past year, Bob has demonstrated his talent and leadership through his involvement
with the Companys operating divisions, said Pennington. Bob and I have worked well together and
I look forward to continuing to work with him and with the whole Genesco management team on a
day-to-day basis, as we seek to sustain and enhance the Companys forward momentum and achieve our
goals for growth.
A 22-year retail veteran, Dennis experience includes a senior position with Asbury Automotive
from 1997 to 1999. From 1984 to 1997, he was with McKinsey & Company, an international consulting
firm, where he was a partner and a leader of the North American Retail Practice. Dennis holds a
master of business administration degree, with distinction, from the
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Harvard Business School, with a focus on consumer marketing, and bachelors and masters
degrees in biochemical engineering and organic chemistry, with honors, from Rensselaer Polytechnic
Institute.
Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and
accessories in more than 1,850 retail stores in the United States and Canada, principally under the
names Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld,
Lids, Hat Zone, Cap Factory, Head Quarters and Cap Connection, and on internet websites
www.journeys.com, www.journeyskidz.com, www.undergroundstation.com, www.johnstonmurphy.com,
www.lids.com, www.hatworld.com, and www.lidscyo.com. The Company also sells footwear at wholesale
under its Johnston & Murphy brand and under the licensed Dockers and Perry Ellis brands. Additional
information on Genesco and its operating divisions may be accessed at its website www.genesco.com.
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