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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 3, 2006
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ADVANCED MARKETING SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16002 95-3768341
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
5880 Oberlin Drive, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 457-2500
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))
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Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 3, 2006, Advanced Marketing Services, Inc., a Delaware corporation
(the "Company"), announced the resignation of Bruce C. Myers as the Company's
President and Chief Executive Officer and as a director of the Company. In
connection with his resignation, Mr. Myers entered into a Resignation and
General Release Agreement with the Company on May 4, 2006 (the "Agreement"). The
Agreement provides that Mr. Myers' employment with the Company is terminated
effective as of May 1, 2006, and that, subject to Mr. Myers' compliance with his
obligations under the Agreement, Mr. Myers will receive nine months' base salary
(less standard withholding and authorized deductions), one-third of which will
be paid in a lump sum within seven days of the effectiveness of the Agreement
and the remaining two-thirds of which will be paid out in normal payroll
installments beginning with the first payroll period after payment of the lump
sum. In addition, the Company will pay the premiums on Mr. Myers' benefits plans
for a period of nine months, and will provide Mr. Myers with professional out
placement services. The Agreement also contains a general release of claims
against the Company by Mr. Myers.
A copy of the Agreement is filed with this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
A copy of the public announcement is filed with this Current Report on Form
8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Resignation and General Release Agreement between Advanced
Marketing Services, Inc., and Bruce C. Myers, executed as of
May 4, 2006
99.1 Public Announcement of Advanced Marketing Services, Inc.,
dated May 3, 2006
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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.
Dated: May 8, 2006 Advanced Marketing Services, Inc.
/S/ Gary Lloyd
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Gary Lloyd
Executive Vice President,
General Counsel & Secretary
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