UNITED STATES
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
June 7, 2006
Date of Report (Date of earliest event reported)
iPARTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-25507 76-0547750
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Bridge Street, Suite 301, Dedham, Massachusetts 02026
(Address of principal executive offices) (Zip Code)
(781) 329-3952
(Registrant's telephone number, including area code)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
iParty's board of directors met after the stockholders meeting on June 7, 2006
and approved the following fees for the ensuing year for each of iParty's four
independent directors, determined to be each of Daniel De Wolf, Frank Haydu,
Eric Schindler, and Joseph Vassalluzzo. Each independent director will receive
an annual retainer fee of $25,000 in cash, payable in equal quarterly
installments, as well as stock options exercisable for the purchase of 25,000
shares of iParty common stock. The board determined that each such stock option
would vest in equal parts, quarterly, over one year, vesting in full on June 7,
2007. Each of these stock option grants were made pursuant to iParty's Amended
and Restated 1998 Incentive and Non-Qualified Stock Option Plan (the "Stock
Option Plan"), at an exercise price of $0.36 per share, equal to the market
price of iParty's common stock at the close of business on June 7, 2006.
The board of directors also voted to grant the chairman of the audit committee,
Mr. Haydu, an additional $10,000. Mr. Haydu recused himself from this vote.
Section 3(b) of the Stock Option Plan provides that each non-employee director
shall be granted, on the effective date of the commencement of his term as
director, options to purchase 25,000 shares of iParty common stock. It further
provides that each director who is not an executive officer shall be granted, on
an annual basis on the last trading date in August of each year, options to
acquire 25,000 shares of common stock, at an exercise price equal to the fair
market value of the underlying common stock on the date of grant. Pursuant to
Section 14(b) of the Stock Option Plan, beginning in 2004, iParty's board of
directors has voted that, in lieu of the stock option grants described in
Section 3(b) of the Stock Option Plan, only independent directors shall be
eligible to receive stock options by virtue of their service as directors in
amounts to be determined annually by the board of directors. The board's actions
on June 7, 2006 continued this recent practice for the ensuing year.
In addition to the above matters, the board voted to accept management's
proposal that iParty renew Mr. Vassalluzzo's engagement as a part-time
consultant to the company for a one-year period at an annual fee of up to
$60,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Compensation Arrangements with Messrs. De Wolf, Haydu, Schindler and
Vassalluzzo
10.2 Written Summary of Renewed One-Year Part-time Consulting Arrangement with
Mr. Vassalluzzo
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 hereunto duly authorized.
iPARTY CORP.
By: /s/ SAL PERISANO
-------------------------
Sal Perisano
Chairman of the Board and
Chief Executive Officer
Dated: June 9, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Compensation Arrangements with Messrs. De Wolf, Haydu, Schindler and
Vassalluzzo
10.2 Written Summary of Renewed One-Year Part-time Consulting Arrangement with
Mr. Vassalluzzo