~~================================================================================~~ UNITED ~~STATES~~ ~~SECURITIES~~STATESSECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON~~Washington, D.C. 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): July 5, 2005 REGISTER.COM, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-29739 11-3239091 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 575 EIGHTH AVENUE, 8TH FLOOR 10018 NEW YORK, NEW YORK (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 798-9100 (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): [ ] 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. SEPARATION AGREEMENT AND GENERAL RELEASE WITH ALAN KIPUST On July 5, 2005, Register.com, Inc. (the "Company") entered into a Separation Agreement and General Release (the "Agreement") with Alan Kipust, the Company's Senior Vice President of Operations. The following summary of the Agreement is qualified in its entirety by reference to its full text, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The Agreement terminates Mr. Kipust's employment with the Company effective as of October 1, 2005 (the "Termination Date"). In exchange for his delivery of a release and subject to his compliance with the terms of the Agreement, Mr. Kipust is entitled to receive a $140,000 lump sum payment within 10 days of the Termination Date, which amount represents three fourths (3/4) of Mr. Kipust's bonus eligibility for 2005 ($90,000) plus three (3) months salary at his rate of pay as of the Termination Date ($50,000), less statutory deductions and withholdings. CHANGE IN CONTROL SEVERANCE PROGRAMS Effective July 8, 2005, the Company implemented three separate change in control severance programs for certain senior executives (the "Senior Executive Program"), other managers and certain employees (the "Director-Level Employee Program") and other employees (the "Employee Program"). These programs, which are only available to U.S. employees, provide for severance payments in amounts ranging from two months (for the Employee Program) to between six and twelve months, depending on the date employment is terminated (for the Senior Executive Program) of a participant's salary if a change in control (as such term is defined in the programs) occurs on or prior to June 30, 2006 and (1) the Company terminates the participant's employment other than for cause, death or disability or (2) with respect to participants in the Senior Executive Program, a participant terminates his or her employment after an event constituting good reason (as defined in the Senior Executive Program). Participants in the Senior Executive Program are also entitled to a severance payment equal to five months of such participant's salary in the event, prior to June 30, 2006, a change in control has not occurred and such participant's employment is terminated other than for cause, death or disability or such participant terminates his or her employment for good reason. The amount of the severance payments under these programs will be reduced by any other cash severance payments which a participant is legally entitled to receive from the Company or its subsidiaries. Payments under these programs are subject to a participant's execution and non-revocation of a release in favor of the Company. The Company estimates that there will be approximately 130 participants in these programs. The participants in the Senior Executive Program are Roni Jacobson, Stuart Horowitz, Jonathan Stern, David Saias, Paul Pierce, Kanchan Mhatre, Monica Hodges, Ian Fish and Sushant Mohanty. This summary is qualified in its entirety by reference to the full text of the programs, copies of which are attached as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein. 2005 BONUS PROGRAM On July 8, 2008, the Company's Compensation Committee adopted the Company's 2005 Senior Executive Cash Bonus Program (the "Bonus Program") for the fiscal year ending December 31, 2005. The purpose of the Bonus Program is to promote the interests of the Company and its stockholders by providing key employees with financial rewards upon achievement of specified business objectives, as well as help the Company attract and retain key employees by providing attractive compensation opportunities linked to performance results. The following senior executives are eligible to participate in the Bonus Program: Monica Schulze-Hodges (General Manager, Retail), Stuart Horowitz (Vice President - Human Resources), Roni Jacobson (General Counsel), Sushant Mohanty (Chief Information Officer), David Saias (Vice President, Sales) and Jonathan Stern (Chief Financial Officer). Subject to the Compensation Committee's discretion with respect to the payment of bonuses under the Bonus Program, upon the achievement of certain goals, each participant is eligible to receive a cash bonus up to an amount equal to 60% of such participant's annual base salary Seventy-five percent of the cash bonus potential for each participant will be based upon (i) the Company achieving certain financial metrics based on bookings (the "Financial Factors") and (ii) the remediation of certain material control weaknesses in the Company's internal controls over financial reporting (the "MCWs"). Twenty-five percent of the cash bonus potential for each participant will be based on individual goals for each such participant (the "Individual Factors"). Payment of up to 25% of the cash bonus to be earned by each participant, if any, will be made on or before October 15, 2005 based on the Financial Factors and the remediation of at least four out of the five MCWs. Payment of the remaining cash bonus for each participant in the Bonus Program is eligible, if any, will be made on or before March 15, 2006. This summary is qualified in its entirety by reference to the full text of the Bonus Program, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated by reference herein. Certain other employees, including the Company's managers, who are not participants in the Bonus Program, are eligible to participate in a bonus program that is substantially similar to the Bonus Program, except for the amount of the cap on maximum bonus and the weighting of Financial Factors against Individual Factors. ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. Except as set forth in the Agreement described in Item 1.01, effective as of October 1, 2005, neither the Company nor Mr. Kipust will have any outstanding commitments under the Letter Agreement of Employment between the Company and Alan Kipust dated as of November 15, 2002, as amended on November 19, 2003. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 Separation Agreement and General Release, by and between Register.com, Inc. and Alan Kipust 10.2 Register.com, Inc. Change in Control Severance Program 10.3 Register.com, Inc. Director-Level Change in Control Severance Program 10.4 Register.com, Inc. Executive Change in Control Severance Program 10.5 2005 Memorandum to Participants in the 2005 Senior Executive Bonus Program regarding Company Goals and Bonus Program 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. REGISTER.COM, INC. Registrant) (By: /s/ Roni A. Jacobson ------------------------- Roni A. Jacobson General Counsel and Secretary July 14, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 10.1 Separation Agreement and General Release, by and between Register.com, Inc. and Alan Kipust 10.2 Register.com, Inc. Change in Control Severance Program 10.3 Register.com, Inc. Director-Level Change in Control Severance Program 10.4 Register.com, Inc. Executive Change in Control Severance Program 10.5 2005 Memorandum to Participants in the 2005 Senior Executive Bonus Program regarding Company Goals and Bonus Program

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): July 20, 2005

Register.com, Inc.
(Exact name of registrant as specified in its charter)


Delaware	0-29739	11-3239091
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant's telephone number, including area code (212) 798-9100

(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):

(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.

Separation Agreement and General Release with Peter Forman

On July 20, 2005, Register.com, Inc. (the "Company") entered into a Separation Agreement and General Release (the "Agreement") with Peter Forman, the Company's former Chief Executive Officer. In exchange for his delivery of a release, Mr. Forman received a $374,599 lump sum payment (the "Severance Payment"), which amount represents a prorated amount of his minimum annual bonus for 2005 ($45,753), plus five weeks of accrued but unused vacation time ($28,846), plus twelve months base salary ($300,000). The calculation of the Severance Payment was made pursuant to the terms of Mr. Forman's Employment Agreement with the Company, dated June 16, 2003 (the "Employment Agreement") governing termination by Mr. Forman for "Good Reason" as defined in the Employment Agreement. The Company agreed to treat Mr. Forman's termination as termination by Mr. Forman for Good Reason pursuant to the Notice of Nonrenewal dated February 6, 2005 between the Company and Mr. Forman (the "Notice of Nonrenewal").

This summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Employment Agreement is included as Exhibit 10.43 to the Company's Current Report on Form 8-K filed on June 17, 2003. A copy of the Notice of Nonrenewal is included as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 8, 2005.

Amendment to Interim CEO Agreement and Stock Issuance Agreement

On July 25, 2005, the Company entered into an amendment (the "Amendment") to the Agreement, dated June 17, 2005 between the Company and David Moore ("Interim CEO Agreement"). The Amendment is effective as of July 15, 2005. Under the Amendment, Mr. Moore's employment will continue until terminated by him or the Company, at any time in either's sole discretion, upon 30 days prior written notice to the other party. The Company may elect to pay Mr. Moore one month of base salary in lieu of all or part of such notice. Mr. Moore will continue to receive a monthly salary of $60,000 and at the conclusion of his service to the Company, the Company's Board, in its sole discretion, may elect to pay him a cash bonus of up to $100,000, but the Company will have no obligation to pay such bonus.

In connection with the Amendment, the Company issued Mr. Moore 7,000 restricted shares of the Company's common stock at a purchase price of $0.0001 per share, pursuant to a Stock Issuance Agreement, dated July 25, 2005 (the "Stock Issuance Agreement"). These shares were issued under the Company's Amended and Restated 2000 Stock Incentive Plan and are subject to the Company's repurchase right during the ninety day period following Mr. Moore's cessation of service with the Company, subject to a delayed repurchase period if the Company enters into an agreement to effect a change in control prior to Mr. Moore's cessation of service. The Company's delayed ninety day repurchase period will commence if such agreement is subsequently terminated (provided that Mr. Moore is no longer providing services to the Company). In the event of the Company's change in control pursuant to an agreement with the Company, immediately prior to the consummation of such change in control, the Company's repurchase right shall automatically lapse in its entirety and Mr. Moore's restricted shares shall vest in full.

This summary is qualified in its entirety by reference to the full text of the Amendment and Stock Issuance Agreement, copies of which are attached as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein. A copy of the Interim CEO Agreement is included as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 22, 2005.

On July 26, 2005, the Company issued a press release announcing the extension of the Interim CEO Agreement. A copy of the Company's press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

General Counsel Bonus

On July 26, 2006, the Company agreed to pay Roni Jacobson a $75,000 bonus if, on or prior to March 1, 2006, the Company consummates a sale of control of the Company (by merger or otherwise).

Item 1.02. Termination of a Material Definitive Agreement.

Except as set forth in the Agreement described in Item 1.01, neither the Company nor Mr. Forman will have any outstanding commitments under the Employment Agreement.

Item 9.01. Financial Statements and Exhibits.


(c)	Exhibits.

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.


	REGISTER.COM, INC.
		By:	/s/ Roni A. Jacobson
Date: July 26, 2005			Roni A. Jacobson General Counsel and Secretary

EXHIBIT INDEX


Exhibit Number		Description
	10.1	Separation Agreement and General Release, dated July 20, 2005, between Register.com, Inc. and Peter A. Forman
	10.2	Employment Agreement Amendment, dated as of July 15, 2005, between Register.com, Inc. and David Moore
	10.3	Stock Issuance Agreement, dated July 25, 2005 between Register.com, Inc. and David Moore
	99.1	Press Release of Register.com, Inc. dated July 26, 2005

575 Eighth Avenue, 8^th Floor
New York, New York

(Address of principal executive offices)

(Zip Code)

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