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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
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Date of Report (Date of earliest event reported): November 14, 2005
LUBY'S, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8308 74-1335253
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(Commission File Number) (IRS Employer Identification Number)
13111 Northwest Freeway, Suite 600
Houston, TX 77040
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(Address of principal executive offices, including zip code)
(713) 329-6800
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
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.
[ ] 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.
NEW EMPLOYMENT AGREEMENTS
On November 9, 2005, Luby's, Inc. (the "Company") entered into new
employment agreements with each of Christopher J. Pappas, the Company's
President and Chief Executive Officer, and Harris J. Pappas, the Company's Chief
Operating Officer (the "Employment Agreements"). The Employment Agreements,
which have identical terms and conditions, were unanimously approved by the
Executive Compensation Committee (the "Committee") of the Board of Directors of
the Company (the "Board") as well as by the Board.
The term of the Employment Agreements begins on September 1, 2005 and
ends on August 31, 2008, unless earlier terminated, and calls for each of
Messrs. Pappas to receive $400,000 per year in base salary. Messrs. Pappas may
also receive an annual bonus, the amount of which shall be determined by the
board of directors of the Company, or an authorized committee thereof, in its
sole discretion.
The Employment Agreements call for Messrs. Pappas to devote their
primary working time, attention, energies and business efforts to their
respective duties as employees of the Company. However, the Employment
Agreements allow Messrs. Pappas to continue to engage in certain non-cafeteria
style restaurant businesses owned by their privately-held family company, Pappas
Restaurants, Inc., and to make passive investments, provided that such
activities do not conflict with the business and affairs of the Company or
interfere with the ability of Messrs. Pappas to perform the services and
discharge the duties required by the Employment Agreements.
If the employment relationship is terminated by the Company without
"cause," as defined in the Employment Agreements, or by Messrs. Pappas for "good
reason," as defined in the Employment Agreements, the Company shall be obligated
to pay the base salary, as well as any benefits in effect at the time of
termination, for the remainder of the term of the Employment Agreements.
SALARY INCREASES AND BONUSES FOR NAMED EXECUTIVE OFFICERS
On October 10, 2005, the Board, after a review of executive officer
performance and competitive market data, approved the annual base salaries for
Ernest Pekmezaris, the Company's Senior Vice President and Chief Financial
Officer, and Peter Tropoli, the Company's Senior Vice President-Administration
and General Counsel. The Board of Directors also approved bonuses for each of
Messrs. Pekmezaris and Tropoli for fiscal year 2005.
On October 10, 2005, the Board approved additional grants of options to
purchase the Company's common stock to each of Messrs. Pekmezaris and Tropoli.
The exercise price of the stock options is $13.45 and the options vest and
become exerciseable at a rate of 25% per year. Vested options must be exercised
within 6 years of grant. On November 8, 2005, the Board approved additional
grants of options to purchase the Company's common stock to each of Messrs.
Pappas. The exercise price of the stock options is $12.92 and the options vest
and become exerciseable at a rate of 25% per year. Vested options must be
exercised within 6 years of grant.
The following table sets forth the fiscal year 2005 bonus, the annual
base salary level for fiscal year 2006, and the number of shares subject to the
newly-approved option grants for each of Messrs. Pappas, Pekmezaris and Tropoli.
FISCAL
FISCAL FISCAL 2005
2005 2006 STOCK OPTION
NAME AND POSITION BONUS BASE SALARY GRANT
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Christopher J. Pappas 0 $ 400,000 65,500
President and Chief
Executive Officer
Harris J. Pappas 0 $ 400,000 65,500
Chief Operating Officer
Ernest Pekmezaris $ 80,000 $ 250,000 18,000
Senior Vice President
and Chief Financial
Officer
Peter Tropoli $ 80,000 $ 236,000 18,000
Senior Vice President
and General Counsel
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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10.1 Employment Agreement, dated November 9, 2005,
between Luby's, Inc. and Christopher J. Pappas.
10.2 Employment Agreement, dated November 9, 2005,
between Luby's, Inc. and Harris J. Pappas.
99.1 Press Release of Luby's, Inc., dated
November 14, 2005.
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.
LUBY'S, INC.
(Registrant)
Date: November 14, 2005 By: /s/ Christopher J. Pappas
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Christopher J. Pappas
President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement, dated November 9, 2005, between Luby's, Inc.
and Christopher J. Pappas.
10.2 Employment Agreement, dated November 9, 2005, between Luby's, Inc.
and Harris J. Pappas.
99.1 Press Release of Luby's, Inc., dated November 14, 2005.