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
September 30, 2004
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Date of Report (Date of earliest event reported)
AmNet Mortgage, Inc.
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(Exact name of registrant as specified in its charter)
Maryland
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(State or other jurisdiction of incorporation)
1-13485 33-0741174
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(Commission File Number) (IRS Employer Identification No.)
10421 Wateridge Circle, Suite 250 San Diego, CA 92121
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(address of principal executive offices) (Zip Code)
858-909-1200
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(Registrant's 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))
Item 1.01 Entry into a Material Definitive Agreement
On September 30, 2004, AmNet Mortgage, Inc. ("Company") entered into an
executive employment agreement with each of its executive officers. The
following is a summary description of the executive employment agreements. The
full agreements are provided as exhibits to this Form 8-K.
The employment agreement with John Robbins, the Company's CEO, dated September
30, 2004 provides for the payment to Mr. Robbins of a $485,000 minimum base
annual salary. The agreement also provides for the following severance benefits
if Mr. Robins' employment terminates involuntarily without "Cause" or if Mr.
Robbins terminates his employment voluntarily for "Good Reason," each as defined
in the agreement: (a) a lump sum payment equal to 24 months' of Mr. Robbins'
then effective base salary, (b) plus 200% of Mr. Robbins' target bonus for the
year in which termination occurs, and (c) the continuation of the Company's paid
benefits for two years. The agreement further provides that if Mr. Robbins is
terminated within 12 months of a change of control, he will receive the
severance package stated above and he will receive a tax gross-up payment to
mitigate the effect of any excise tax imposed under the "golden parachute"
provisions of the Internal Revenue Code. In the event of termination due to
death or disability, Mr. Robbins will receive his base salary and target bonus,
each prorated for the year of termination.
The employment agreements dated September 30, 2004 with each of Jay Fuller,
Judith Berry and Lisa Faulk (the "Executives") provide for the payments to Mr.
Fuller, Ms. Berry and Ms. Faulk of a $325,000, $265,000 and $225,000,
respectively, minimum base annual salary. The agreements also provide for the
following severance benefits if the Executive's employment terminates
involuntarily without "Cause" or if the Executive terminates his or her
employment with us voluntarily for "Good Reason," each as defined in the
agreements: (a) a lump sum payment equal to 12 months' of the Executive's then
effective base salary, (b) plus an amount equal to any bonus amounts earned in
the fiscal year prior to termination, and (c) the continuation of the Company's
paid benefits for one year. The agreements further provide that if the Executive
is terminated within 12 months of a change of control, he or she will receive a
severance package equal to (a) a lump sum payment equal to 18 months of the
Executive's then effective base salary, (b) plus 150% of the Executive's target
bonus for the year in which termination occurs, (c) the continuation of the
Company's paid benefits for 18 months, and (d) a tax gross-up payment to
mitigate the effect of any excise tax imposed under the "golden parachute"
provisions of the Internal Revenue Code. In the event of termination due to
death or disability, the Executive will receive his or her base salary and
target bonus, each prorated for the year of termination.
The term for each agreement is three years and may be subject to automatic
extension of up to two years for Mr. Robbins and 18 months for the other
Executives following a change of control.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.20 Executive Employment Agreement between AmNet Mortgage, Inc.
and John Robbins
10.21 Executive Employment Agreement between AmNet Mortgage, Inc.
and Jay Fuller
2
10.22 Executive Employment Agreement between AmNet Mortgage, Inc.
and Judith A. Berry
10.23 Executive Employment Agreement between AmNet Mortgage, Inc.
and Lisa Faulk
3
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.
AmNet Mortgage, Inc.
Date: October 6, 2004 By: /s/ Judith A. Berry
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Judith A. Berry
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.20 Executive Employment Agreement between AmNet
Mortgage, Inc. and John Robbins
10.21 Executive Employment Agreement between AmNet
Mortgage, Inc. and Jay Fuller
10.22 Executive Employment Agreement between AmNet
Mortgage, Inc. and Judith A. Berry
10.23 Executive Employment Agreement between AmNet
Mortgage, Inc. and Lisa Faulk
5