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): |
July 8, 2008 |
THE MARCUS CORPORATION
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-12604
|
39-1139844
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125
|
| (Address of principal executive offices, including zip code) |
(414) 905-1000
|
| (Registrant’s telephone number, including area code) |
Not Applicable
|
| (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:
| [ ] |
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; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
July 8, 2008, based on the recommendation of the Compensation Committee of the Board of
Directors of The Marcus Corporation (the “Company”), the Board of Directors of
the Company adopted amendments to (i) the Company’s 2004 Equity Incentive Plan (the
“Plan”); (ii) the related employee and non-employee director stock option
grant agreements evidencing currently outstanding stock options issued under the Plan
(“Existing Option Agreements”); and (iii) the form of employee and
non-employee director stock option agreements to be used to evidence future stock option
grants under the Plan (“Future Option Agreements” and together with the Existing
Option Agreements, the “Agreements”). Amendments to the Plan and to the
Agreements eliminate the requirement that shares of Company common stock delivered to pay
the exercise price of stock option grants issued under the Plan be held by the optionee
for at least six months prior to delivery and allow shares of Company common stock
delivered to pay the exercise price of existing and future stock option grants issued
under the Plan to be shares of common stock otherwise deliverable upon exercise of the
stock option. This exercise method is allowed only if the optionee is willing to accept
treatment of the option as a non-qualified stock option for tax purposes. An additional
amendment to the Plan eliminates certain restrictions on granting equity-based awards
under the Plan to individuals who may beneficially own more than 5% of the total combined
voting power of all classes of stock of the Company, other than the current restrictions
applicable to Stephen H. Marcus and Diane Marcus Gershowitz (excluding her annual
non-employee director stock option grants). An additional amendment to the Future Option
Agreements provides for the automatic exercise on the option’s expiration date of any
then outstanding vested stock options thereunder through the exercise method described
above where the fair market value of the shares to which the option relates exceeds the
exercise price thereof.
In
connection with the adoption of the amendments to the Plan, the Board of Directors amended
and restated the Plan to incorporate the language of such amendments. The amended and
restated Plan and the amended Future Option Agreements are filed as exhibits hereto and
are incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(10.1) |
The
Marcus Corporation 2004 Equity Incentive Plan, as amended and restated. |
| |
(10.2) |
Form
of The Marcus Corporation 2004 Equity Incentive Plan Stock Option Award
(Employees). |
| |
(10.3) |
Form
of The Marcus Corporation 2004 Equity Incentive Plan Stock Option Award
(Non-Employee Directors). |
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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.
| |
THE MARCUS CORPORATION |
Date: July 14, 2008 |
By: /s/ Douglas A. Neis |
|
Douglas A. Neis |
|
Chief Financial Officer and Treasurer |
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THE MARCUS CORPORATION
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
| (10.1) |
The
Marcus Corporation 2004 Equity Incentive Plan, as amended and restated. |
| (10.2) |
Form
of The Marcus Corporation 2004 Equity Incentive Plan Stock Option Award
(Employees). |
| (10.3) |
Form
of The Marcus Corporation 2004 Equity Incentive Plan Stock Option Award
(Non-Employee Directors). |
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