PRE PAID LEGAL SERVICES INC - FORM 8-K - March 3, 2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): March 3, 2010
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Pre-Paid Legal Services, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Oklahoma 001-09293 73-1016728
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Pre-Paid Way
Ada, OK 74820
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (580) 436-1234
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(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):
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|_| 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;
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 2, 2010, Harland C. Stonecipher, our Chairman of the Board, Chief
Executive Officer and President, announced effective April 2, 2010 his
resignation as our Chief Executive Officer and President. Mr. Stonecipher will
continue to serve as Chairman of our Board of Directors and will remain an
Executive Officer.
On March 2, 2010, our Board of Directors unanimously decided the title and
responsibilities of Chief Executive Officer will be shared equally by two
co-CEOs - Randy Harp, 54, our current Chief Operating Officer, and Mark Brown,
56, our current Chief Marketing Officer. The Board also named Mr. Harp as our
President.
Mr. Harp was named Chief Financial Officer in March 1990 and served in that
capacity until May 2000 and has served as Chief Operating Officer since March
1996. Mr. Harp served on the Board of Directors from March 1990 until May 2004
when he resigned from the Board of Directors as part of a corporate governance
initiative required by the rules of the NYSE to have independent, outside
directors comprise the majority of the Board. Mr. Harp will continue to serve as
Chief Operating Officer.
Mr. Brown was named Senior Vice President and Chief Marketing Officer in October
2006. Prior to his appointment to the new position, Mr. Brown was our National
Sales Director for Group Marketing and Senior Regional Vice President for most
of the State of Texas and has been one of our independent associates for 15
years. Prior to his association with us, Mr. Brown owned his own printing
business for 18 years.
Item 9.01 Financial Statements and Exhibits The following exhibits are included
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with this report:
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Exhibit No. Description
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99.1 Company Press Release dated March 3, 2010
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 thereunto duly authorized.
Pre-Paid Legal Services, Inc.
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(Registrant)
Date: March 3, 2010
By: /s/ Randy Harp
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Randy Harp, Chief Operating Officer
For Immediate Release Company Steve Williamson
Wednesday, March 3, 2010 Contact: (580) 436-1234
Pre-Paid Legal Announces Management Change
ADA, OK, March 3, 2010 - Pre-Paid Legal Services, Inc. (NYSE:PPD), announced
today that effective April 2, 2010, its founder and current Chief Executive
Officer, President and Chairman of the Board, Mr. Harland C. Stonecipher, 71,
will relinquish the title and responsibilities of Chief Executive Officer and
President. At the suggestion of Mr. Stonecipher, the Board of Directors
unanimously approved that the title and responsibilities of Chief Executive
Officer will be shared equally by two co-CEOs - Randy Harp, 54, Pre-Paid's
current Chief Operating Officer, and Mark Brown, 56, Pre-Paid's current Chief
Marketing Officer. The Board also named Mr. Harp as Pre-Paid's President.
Mr. Harp was named Chief Financial Officer in March 1990 and served in that
capacity until May 2000 and has served as Chief Operating Officer since March
1996. Mr. Harp served on the Board of Directors from March 1990 until May 2004
when he resigned from the Board of Directors as part of a corporate governance
initiative required by the rules of the NYSE to have independent, outside
directors comprise the majority of the Board. Mr. Harp will continue to serve as
Chief Operating Officer.
Mr. Brown was named Senior Vice President and Chief Marketing Officer in October
2006. Prior to his appointment to the new position, Mr. Brown was our National
Sales Director for Group Marketing and Senior Regional Vice President for most
of the State of Texas and has been one of our independent associates for 15
years. Prior to his association with us, Mr. Brown owned his own printing
business for 18 years.
"Both Mark and Randy are ready and have earned the opportunity to assume the
responsibilities as Pre-Paid's co-CEOs," stated Mr. Stonecipher. "Randy has been
with us for 20 years and knows every aspect of our business. Randy's primary
focus will continue to be on operations and I am completely confident in his
ability to continue to develop and maintain the efficiencies and excellence of
our operational capabilities. We are equally blessed to have someone with Mark's
significant sales and extensive experience lead our marketing efforts. Mark's
involvement has been an integral part of our success since he joined us in 1995
with a focus on both individual and group business. We look to Mark to implement
marketing strategies throughout our entire sales organization and play a key
role in the continued development of our company."
Mr. Stonecipher will continue as Chairman of the Board and will remain actively
involved with the Company, focused entirely on Pre-Paid's sales force and other
strategic areas. Mr. Stonecipher and his wife Shirley will also be working
towards the establishment of a memorial cathedral for parents that have lost a
child. The Stoneciphers want to build a memorial place where parents can come
from anywhere to establish a memorial to the children they have lost that will
live on even after the parents are gone, assuring those parents that even when
they are gone, the memory of their child or children will live on. The
Stoneciphers lost their youngest son, Brent, his wife, Tina, and only
granddaughter, Nikki, in an airplane crash in Ada in July, 2005.
About Us
We believe our products are one of a kind, life events legal service plans. Our
plans provide for legal service benefits provided through a network of
independent law firms across the U.S. and Canada, and include unlimited attorney
consultation, will preparation, traffic violation defense, automobile-related
criminal charges defense, letter writing, document preparation and review and a
general trial defense benefit. We have an identity theft restoration product we
think is also one of a kind due to the combination of our identity theft
restoration partner and our provider law firms. More information about us and
our products can be found at our homepage at http://www.prepaidlegal.com.
Forward-Looking Statements
Statements in this press release, other than purely historical information,
regarding our future plans and objectives and expected operating results,
dividends and share repurchases and statements of the assumptions underlying
such statements, constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements contained herein are based on certain assumptions that may not be
correct. They are subject to risks and uncertainties incident to our business
that could cause actual results to differ materially from those described in the
forward-looking statements. These risks and uncertainties are described in the
reports and statements filed by us with the Securities and Exchange Commission,
including (among others) those listed in our Form 10-K, Form 10-Q and Form 8-K,
and include the risks that our membership persistency or renewal rates may
decline, that we may not be able to continue to grow our memberships and
earnings, that we are dependent on the continued active participation of our
principal executive officer, that pending or future litigation may have a
material adverse effect on us if resolved unfavorably to us, that we may have
compromises of our information security, that consumer purchases of
discretionary items may be impacted by a downturn in the economy, that we could
be adversely affected by regulatory developments, that competition could
adversely affect us, that we are substantially dependent on our marketing force,
that our stock price may be affected by short sellers, that we have been unable
to increase our employee group membership sales, that our active premium in
force is not indicative of future revenue as a result of changes in active
memberships from cancellations and additional membership sales and that we have
repurchased more than half of our outstanding shares. Please refer to pages 16
through 19 of our 2009 Form 10-K for a more complete description of these risks.
We undertake no duty to update any of the forward-looking statements in this
release.
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