Form 8-K 12-09-2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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): November 6, 2005
Luby's,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-8308
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74-1335253
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(Commission
File Number)
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(IRS
Employer Identification Number)
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13111
Northwest Freeway, Suite 600
Houston,
TX 77040
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(Address
of principal executive offices, including zip
code)
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(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)
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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.
*
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.
Amendment
of Supplemental Executive Retirement Plan
The
Company has a Supplemental Executive Retirement Plan (“SERP”) designed to
provide benefits for selected officers at normal retirement age with 25 years
of
service equal to 50% of their final average compensation offset by Social
Security, profit sharing benefits, and deferred compensation. Some of the
officers designated to participate in the plan have retired and are receiving
benefits under the plan. Accrued benefits of all actively employed participants
become fully vested upon termination of the plan or a change in control (as
defined in the plan). The plan is unfunded, and the Company is obligated to
make
benefit payments solely on a current disbursement basis. None of the Named
Officers is currently entitled to participate in the Supplemental Executive
Retirement Plan.
On
December 6, 2005, the Board of Directors voted to amend the SERP and suspend
the
further accrual of benefits and participation. As of August 31, 2005, the
current reserve for anticipated SERP payments is $336,667.
Renewal
of Master Sales Agreement
The
Company obtains certain services from entities owned and controlled by
Christopher J. Pappas, President and Chief Executive Officer of the Company,
and
Harris J. Pappas, Chief Operating Officer of the Company, pursuant to the terms
of an Affiliate Services Agreement dated August 28, 2001, and then amended
and
restated as of July 23, 2002. The types of services periodically provided to
the
Company by these entities are the supply of goods and other services necessary
for the operation of the Company. When the Affiliate Services Agreement was
amended, a Master Sales Agreement with such entities was entered into on July
23, 2002, to more properly reflect the current relationship between the Company
and those entities regarding the provisions of services and goods. Both the
Amended and Restated Affiliate Services Agreement and Master Sales Agreement
expire on December 31, 2005.
On
December 6, 2005, the Board of Directors voted to approve the renewal of the
Master Sales Agreement, with substantially similar terms as the expiring
agreement. The Affiliate Service Agreement shall expire on December 31, 2005.
Consistent with past practices, the Finance and Audit Committee of the Board
of
Directors (composed entirely of nonemployee directors) shall review on a
quarterly basis all applicable amounts related to the Master Sales Agreement.
Grant
of Restricted Stock
On
December 6, 2005, Pursuant to the Luby’s Incentive Stock Plan, the Board of
Directors approved grants of the Company’s common stock in the form of
restricted stock units 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. Mr. Pekmezaris received
2,500
restricted stock units, and Mr. Tropoli received 2,400 restricted stock units.
The restricted stock fully vests and becomes unrestricted on December 6, 2008.
The restricted stock is valued at the closing price of the Company’s Common
Stock of $12.36 per share on December 6, 2005.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description
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EX-10
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Master
Sales Agreement dated December 9, 2005, by and among Luby's,
Inc., Pappas Restaurants, L.P., and Pappas Restaurants,
Inc.
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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.
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LUBY'S,
INC.
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(Registrant)
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Date: December
9, 2005
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By:
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/s/
Christopher J. Pappas
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Christopher
J. Pappas
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President
and
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
No. Description
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EX-10
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Master
Sales Agreement dated December 9, 2005, by and among Luby's,
Inc., Pappas Restaurants, L.P., and Pappas Restaurants, Inc.
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