UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
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 30, 2006
THE CATO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
1-31340
|
|
56-0484485 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification Number) |
| |
|
|
| 8100 Denmark Road, Charlotte, North Carolina
|
|
28273-5975 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(704) 554-8510
(Registrant’s telephone number, including area code)
Not Applicable
(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))
1
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On October 30, 2006, the Company issued a press release announcing that Reynolds C. Faulkner, its
Executive Vice President and Chief Financial Officer, has resigned as of October 30, 2006. A copy
of the press release is attached hereto as Exhibit 99.1, and the contents thereof are incorporated
herein by reference.
After careful consideration it was determined to be in the mutual interest of both parties for Mr.
Faulkner to resign to pursue other interests. Mr. Faulkner’s resignation was not related to any
controversy or disagreement between Mr. Faulkner and the Company regarding financial reporting or
regulatory matters, including issues covered by the Sarbanes Oxley Act of 2002.
The terms of any severance for Mr. Faulkner have not been finalized, but will be disclosed as
required by applicable securities regulations when they are determined.
Robert Sandler, Senior Vice President and Controller, will temporarily serve as the Principal
Financial Officer of the Company, effective October 30, 2006, until a successor to Mr. Faulkner is
appointed. As the Principal Financial Officer, Mr. Sandler will report directly to John Cato, the
Chairman, President and Chief Executive Officer of the Company.
Mr. Sandler, age 60, has been employed by the Cato Corporation as Senior Vice President and
Controller since September 1988.
Mr. Sandler does not have an employment agreement with the Company.
A copy of the Company’s press release announcing this event is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued on October 30, 2006
2