UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 30, 2008
Date of Report (Date of earliest event reported)
iPARTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-15611 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)
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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):
|_| 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to Perisano and Dionne's Employment Agreements and Robertson's Letter
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Agreement
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On December 30, 2008, iParty Corp., a Delaware corporation (the
"Company") entered into an amendment to Mr. Perisano and Ms. Dionne's employment
agreements and entered into an amendment to Mr. Robertson's letter agreement
(collectively, the "Amendments"). The Amendments alter these agreements to
conform certain defined terms, including "change of control" and "good reason"
for Mr. Perisano and Ms. Dionne and the timing of certain payments, including
for "key employees", to the final rules under Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code). Section 409A of the Code covers a
wide range of nonqualified deferred compensation plans and arrangements and
imposes a number of restrictions on such plans and arrangements for participants
which are necessary to avoid premature taxation and additional tax penalties,
which could be imposed upon service providers. No other material amendments were
made to their agreements.
The foregoing descriptions of the Amendments are not complete and are
qualified in their entirety by reference to the respective executive officers'
Amendments, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3,
and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
10.1 First Amendment dated December 30, 2008 to Employment Agreement
by and between iParty Corp. and Sal Perisano.
10.2 First Amendment dated December 30, 2008 to Employment Agreement
by and between iParty Corp. and Dorice Dionne.
10.3 First Amendment dated December 30, 2008 to Letter Agreement dated
March 21, 2007 by and between iParty Corp. and David E.
Robertson.
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
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Sal Perisano
Chairman of the Board and
Chief Executive Officer
Dated: January 5, 2009
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 First Amendment dated December 30, 2008 to Employment Agreement by and
between iParty Corp. and Sal Perisano.
10.2 First Amendment dated December 30, 2008 to Employment Agreement by and
between iParty Corp. and Dorice Dionne.
10.3 First Amendment dated December 30, 2008 to Letter Agreement dated March
21, 2007 by and between iParty Corp. and David E. Robertson.