Lifetime Brands (LCUT)

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LCUT » Topics » Item 1.01. Entry into a Material Definitive Agreement.

This excerpt taken from the LCUT 8-K filed Dec 2, 2009.

Item 1.01. Entry into a Material Definitive Agreement

On December 1, 2009, Lifetime Brands, Inc. (the “Company”) entered into an agreement with Crispus Attucks Association of York, Pennsylvania, Inc. and Wellspan Properties, Inc. Pursuant to the agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, the Company was released from its lease obligations for space in the Greenway Tech Center in York, Pennsylvania.

This excerpt taken from the LCUT 8-K filed Nov 2, 2009.

Item 1.01. Entry into a Material Definitive Agreement

On October 30, 2009, Lifetime Brands, Inc. (the “Company”) entered into Amendment No. 6 to the Company’s Second Amended and Restated Credit Agreement (the “Amendment”). The Amendment, which is effective as of October 30, 2009 among other things: (i) reduces the Minimum Adjusted Excess Availability to $15.0 million for all fiscal quarters beginning with the fiscal quarter ended September 30, 2009, (ii) eliminates the orderly liquidation value of the Company’s trademarks from the calculation of the borrowing base and (iii) reduces the total commitment to $130.0 million. A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This excerpt taken from the LCUT 8-K filed Oct 16, 2009.

Item 1.01. Entry into a Material Definitive Agreement

On October 13, 2009, Lifetime Brands, Inc. (the “Company”) and the financial institutions party to the Company’s Second Amended and Restated Credit Agreement dated October 31, 2006, entered into an agreement reducing to $107 million the minimum net sales requirement for the quarter ended September 30, 2009. A copy of the agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This excerpt taken from the LCUT 8-K filed Mar 10, 2009.

Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2009, Lifetime Brands, Inc. (the “Company”) entered into an amendment to the forbearance agreement and amendment to its credit agreement dated February 12, 2009, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company is working with its lenders to further amend the credit agreement.

This excerpt taken from the LCUT 8-K filed Feb 19, 2009.

Item 1.01. Entry into a Material Definitive Agreement.

On February 12, 2009, Lifetime Brands, Inc. entered into an amendment and forbearance agreement to its credit agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company is working with its lenders to further amend the credit agreement.

This excerpt taken from the LCUT 8-K filed Sep 30, 2008.

Item 1.01. Entry into a Material Definitive Agreement

On September 29, 2008, Lifetime Brands, Inc. (the “Company”) entered into Amendment No. 3 to the Company’s Second Amended and Restated Credit Agreement (the “Amendment”). The Amendment, which is effective as of September 29, 2008, revises among other things: (i) the borrowing base calculation, (ii) certain financial covenants and, (iii) the applicable margin rates.

The information provided in this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This excerpt taken from the LCUT 8-K filed Apr 22, 2008.

Item 1.01 Entry into a Material Definitive Agreement

On April 17, 2008, Lifetime Brands, Inc. (the “Company”) entered into Amendment No. 2 to the Company’s Second Amended and Restated Credit Agreement (the “Amended Agreement”). The Amended Agreement, which is effective as of March 31, 2008, revises certain financial covenants, increases the applicable margin rates and establishes a borrowing base calculation. A copy of the Amended Agreement is attached to this Form 8-K as Exhibit 99.1.

This excerpt taken from the LCUT 8-K filed Nov 5, 2007.

Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2007, the Board of Directors of Lifetime Brands, Inc. (the “Company”) approved an amendment to the Company’s 2000 Long-Term Incentive Plan to: (i) provide vesting restrictions with respect to certain full value awards, (ii) provide that the exercise prices of nonqualified stock options may not be less than the fair market values on the dates of grant of such options, (iii) provide that stock options and stock appreciation rights may be repriced only with stockholder approval, (iv) revise the stock adjustment provision to make such adjustment mandatory upon the dilution of the Company’s common stock due to certain events, and (v) to provide that a subcommittee comprised solely of independent directors will administer discretionary awards to non-employee directors. A copy of the Amendment to the Lifetime Brands, Inc. 2000 Long-Term Incentive Plan is attached hereto as Exhibit 10.1.

This excerpt taken from the LCUT 8-K filed Jun 12, 2007.

Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2007, Lifetime Brands, Inc. (the “Company”) announced it had signed a definitive agreement to purchase a 29.99% interest in Ekco, S.A.B. for approximately $21.9 million, based upon the estimated closing date and current exchange rate.

One of Mexico’s leading housewares companies, Ekco manufactures and sells cookware, bakeware, kitchenware, cutlery, dinnerware, flatware and related items under the Ekco®, Vasconia®, Regal®, H. Steele®, Presto® and Thermos® brands. Shares of Ekco’s capital stock are traded on the Bolsa Mexicana de Valores, S.A. de C.V., (the Mexican Stock Exchange), under the symbol BMV: EKCO.

The proceeds from Lifetime’s investment will be applied by Ekco toward the financing of its acquisition earlier this year of one of the largest aluminum smelter and rolling mills in Mexico, Industria Mexicana del Aluminio, S.A. de C.V.

The agreement provides for Lifetime to appoint four new members to Ekco’s 11-person Board of Directors. The agreement also provides mechanisms whereby Lifetime would be able to acquire 100% ownership of Ekco or, conversely, to require Ekco to repurchase Lifetime’s ownership interests.

Lifetime anticipates the transaction will close before the end of September 2007. The transaction is subject to government, regulatory and corporate approvals and conditions.

The terms and conditions of the agreement are set forth in the Shares Subscription Agreement filed as exhibit 99.1 to this Form 8-K.

The information herein contains certain forward-looking statements including statements concerning the Company’s future prospects. These statements involve risks and uncertainties, including risks relating to general economic conditions and risks relating to the Company’s operations, such as the risk of loss of major customers and risks relating to changes in demand for the Company’s products, as detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

This excerpt taken from the LCUT 8-K filed Nov 6, 2006.

Item 1.01 Entry into a Material Definitive Agreement

On October 31, 2006, Lifetime Brands, Inc. (the “Company”) entered into a Second Amended and Restated Credit Agreement with HSBC Bank USA National Association, JP Morgan Chase Bank, N.A., Citibank, N.A. and Wachovia Bank, National Association. The amended agreement increases the amounts available to the Company under the facility from $100 million to $150 million and, under certain circumstances, to $200 million; and extends the maturity of the facility to April 2011.

This excerpt taken from the LCUT 8-K filed Aug 16, 2006.

Item 1.01 Entry into a Material Definitive Agreement

On August 1, 2006, upon recommendation of the Compensation Committee, the Board of Directors of Lifetime Brands, Inc. approved changes to the compensation offered to independent board members, effective July 1, 2006. The changes are summarized below:

	Effective July 1, 2006	Prior to change
Board of Director Annual Retainer:
Cash	$25,000	$25,000
Restricted Common Stock	20,000	10,000

Total	$45,000	$35,000
Annual Retainer for Committee Chairs:
Audit Committee	$20,000	$15,000
Compensation Committee	5,000	5,000
Governance Committee	5,000	5,000
Annual Retainer for Committee members	$ 2,000	$ 2,000
Fees for each meeting attended:
Board of Director meetings	$ 2,000	$ 2,000
Committee meetings	500	500

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.

Lifetime Brands, Inc.

By:    /s/ Robert McNally
          Robert McNally
          Vice President of Finance and
          Chief Financial Officer

Date: August 16, 2006

This excerpt taken from the LCUT 8-K filed Jul 13, 2006.

Item 1.01 Entry into a Material Definitive Agreement

On July 7, 2006, Lifetime Brands, Inc. (the “Company”) signed an agreement to acquire certain assets comprising the WearEver cookware and bakeware businesses of Global Home Products LLC (“Global”).

WearEver is a leading supplier of cookware, bakeware and other accessories sold under the WearEver®, Mirro®, Regal®, AirBake® and Cushion Air® brand names.

Global and certain of its affiliates, including certain of the companies that make up the WearEver business, filed for bankruptcy protection in April 2006. The agreement provides that Lifetime will purchase the assets pursuant to Section 363 of the United States Bankruptcy Code. The transaction is subject to a number of conditions, including completion of an auction process and bankruptcy court approval.

The terms and conditions of the agreement are set forth in the Asset Purchase Agreement filed as exhibit 99.1 to this Form 8-K.

This excerpt taken from the LCUT 8-K filed Jun 9, 2006.

Item 1.01 Entry into a Material Definitive Agreement

On June 8, 2006 the stockholders of Lifetime Brands, Inc. (the “Company”) (i) approved an amendment to the Company’s 2000 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock available for grant under the plan by 750,000 to 2,500,000 and re-approved the performance criteria which may be utilized in establishing specific targets to be attained as a condition to the vesting of one or more stock-based awards under the Company’s 2000 Long-Term Incentive Plan so as to qualify the compensation attributable to those awards as performance-based compensation under Section 162(m) of the Internal Revenue Code (the “Code”) and, (ii) re-approved the performance criteria, effective January 1, 2005, which has been and may continue to be utilized under the Company’s 2000 Incentive Bonus Compensation Plan so as to qualify the payment of certain cash bonuses as performance-based compensation under Section 162(m) of the Code.

A copy of the 2000 Long-Term Incentive Plan, as amended, is attached hereto as Exhibit 10.1 and a copy of the 2000 Incentive Bonus Compensation Plan is attached hereto as Exhibit 10.2 and both are incorporated herein by reference.

This excerpt taken from the LCUT 8-K filed May 8, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

On May 2, 2006, Lifetime Brands, Inc. (the “Company”) entered into an employment agreement with Jeffrey Siegel pursuant to which the Company employs Jeffrey Siegel as the Company’s President and Chief Executive Officer. The following is a summary of significant terms of the agreement:

(i)

The agreement provides for an annual salary of $900,000 with annual increments based on changes in the Consumer Price Index.

(ii)

The agreement provides for payment each year of:

(a)

An annual cash performance bonus (the “3.5% IBIT Bonus”) of 3.5% of the annual increase of the Company’s income before income taxes (“IBIT”) over the Company’s IBIT for the immediately prior year, as determined by the Company’s independent auditors, using generally accepted accounting principles and reported in the Company’s consolidated statements of income in its annual reports excluding extraordinary items that appear on the audited financial statements as extraordinary items (in determining the 3.5% IBIT Bonus payable for the year ended December 31, 2006, results for the first quarter of each of 2005 and 2006 are to be disregarded)

(b)

An annual cash performance bonus (the “2.5% EIBIT Bonus”) of 2.5% of the Company’s annual income before income taxes (“EIBIT”). In addition, if Mr. Siegel is entitled to the 2.5% EIBIT Bonus, he shall also receive 2.5% of an amount equal to the sum of his base salary and the 2.5% EIBIT Bonus, all as determined by the Company’s independent auditors, using generally accepted accounting principles and reported in the Company’s consolidated statements of income in its annual reports. EIBIT shall exclude extraordinary items that appear on the audited financial statements as extraordinary items. The total of salary and the 2.5% EIBIT Bonus in any year shall not exceed $1,800,000. In determining the 2.5% EIBIT Bonus payable for the year ended December 31, 2006, results for the first quarter of 2006 are to be disregarded.

(iii)

On the date of the execution of the agreement, the Company also granted Mr. Siegel options to purchase 250,000 shares of the Company’s common stock (the “Stock”) pursuant to the Company’s 2000 Long-Term Incentive Plan. Of these options to purchase 250,000 shares of Stock, options to purchase 85,000 shares of Stock are subject to the approval by the stockholders of the Company of an amendment of the Company’s 2000 Long-Term Incentive Plan. The options are exercisable no more than five years from the date of grant. The options have an exercise price per share equal to the fair market value per share of the Stock on the date of grant ($29.96). One third of the options vest on December 31, 2006, and the balance vests quarterly in eight equal quarterly installments thereafter commencing on March 31, 2007.

-2-

(iv)

Under Mr. Siegel’s previous employment agreement, Mr. Siegel was due a payment of $350,000 which, pursuant to his new employment agreement, is to be paid as follows: (i) $150,000 on July 1, 2006 plus simple interest at prime rate from January 1, 2006; (ii) $150,000 plus simple interest at prime rate from January 1, 2006, on January 1, 2007, and (iii) $50,000 plus simple interest at prime rate from the January 1, 2006, on January 1, 2008.

(v)

The Company paid Mr. Siegel $125,000 as a signing bonus upon execution of the agreement. The agreement also provides for other fringe benefits.

(vi)

The agreement further provides that if Mr. Siegel is Involuntarily Terminated (as defined in the agreement) subsequent to the Company being merged or otherwise consolidated with any other organization and as a result control of the Company changes or substantially all of the Company’s assets are sold or any person or persons acquire 50% or more of the Company’s outstanding voting stock (a “Change in Control”), and the Change in Control was not initiated, either directly or indirectly by Mr. Siegel, or, notwithstanding that it was initiated either directly or indirectly by Mr. Siegel, the closing price of the Company’s common stock on the date of the Change in Control is at least 20% greater than the closing price of the Company’s common stock on the effective date of the agreement, the Company would be obligated to pay to him or his estate a lump sum severance payment equal to 2.99 times the average of the annual compensation (“Average Annual Compensation”) which was payable to Mr. Siegel by the Company and includible in Mr. Siegel’s gross income for Federal income tax purposes for the most recent five (5) taxable years ending before the date on which the Change in Control occurs. The amount of Mr. Siegel’s Average Annual Compensation shall be determined in accordance with regulations promulgated under section 280G(d) of the Code. . The employment agreement also contains restrictive covenants preventing Mr. Siegel from competing with the Company during the term of his employment and for a period of five years thereafter.

A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Lifetime Brands (LCUT)

LCUT » Topics » Item 1.01. Entry into a Material Definitive Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

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