-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXi5Vn8DPTBcV4yGzeA+9jbohm7Px6GUn0jxBZNCcADLyzpi0yyOLbbb6FHTWbAx SSTtJQ2q3mEhVkKBzAKUUg== 0001157523-08-010054.txt : 20081222 0001157523-08-010054.hdr.sgml : 20081222 20081222161807 ACCESSION NUMBER: 0001157523-08-010054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081217 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081222 DATE AS OF CHANGE: 20081222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BJs RESTAURANTS INC CENTRAL INDEX KEY: 0001013488 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330485615 STATE OF INCORPORATION: CA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21423 FILM NUMBER: 081264080 BUSINESS ADDRESS: STREET 1: 7755 CENTER AVENUE STREET 2: SUITE 300 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 BUSINESS PHONE: (714) 500-2440 MAIL ADDRESS: STREET 1: 7755 CENTER AVENUE STREET 2: SUITE 300 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 FORMER COMPANY: FORMER CONFORMED NAME: CHICAGO PIZZA & BREWERY INC DATE OF NAME CHANGE: 19960614 8-K 1 a5858729.htm BJ'S RESTAURANTS, INC. 8-K


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 reported): December 17, 2008

BJ’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

California

0-21423

33-0485615

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


7755 Center Avenue

Suite 300

Huntington Beach, California

92647

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code: (714) 500-2400


(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.

(b)       Pursuant to the terms of the Separation Agreement described below, effective December 30, 2008, Paul Motenko and Jeremiah J. Hennessy resigned from their positions as directors and officers of BJ's Restaurants, Inc..  

(c)       Effective December 17, 2008, BJ's Restaurants entered into a Separation Agreement and General Release with each of and Paul Motenko and Jeremiah J. Hennessy (the "Separation Agreements") pursuant to which each of Mr. Motenko and Mr. Hennessy agreed that their respective employment with BJ's Restaurants would terminate effective December 30, 2008 and that, simultaneously with such termination, each would resign and cease to serve as a director and officer of BJ's Restaurants and its subsidiaries.  The terms of the Separation Agreements for each of Mr. Motenko and Mr. Hennessey are identical in all material respects and the following is brief summary of the material terms of these Separation Agreements:

Termination Payments.  BJ's Restaurants will pay each of Mr. Motenko and Mr. Hennessy an amount equal to the $349,562 in base salary to which they were entitled pursuant to the terms of their Amended and Restated Employment Agreements through the end of 2009.  Such payments will be made in 26 bi-weekly installments in accordance with the Company's payroll practices.

Continuation of Group Health Benefits.  BJ's Restaurants shall reimburse each of Mr. Motenko and Mr. Hennessy for a period of 18 months for the cost of premiums to maintain health insurance coverage in effect for each of them and their respective dependents.  The current cost of coverage for each executive is $13,457 per annum and BJ's Restaurants' reimbursement obligations shall increase in the event the cost of maintaining the existing health insurance coverage is increased by the insurer, subject to a maximum increase of 15% during the 18-month reimbursement period

Options.  Each of Mr. Motenko and Mr. Hennessy currently has options to purchase up to 85,000 shares of BJ's Restaurants common stock at an exercise price of $19.38 per share.  Pursuant to their Separation Agreements, effective as of the termination date of their employment, all of these options shall accelerate and vest in full and shall continue to be exercisable until December 31, 2009.  

Officers and Directors Insurance.  For a period of at least five years following the termination date of their employment, BJ's Restaurants shall continue to provide coverage to Mr. Motenko and Mr. Hennessy under any directors and officers liability insurance maintained by BJ's Restaurants in accordance with its usual and customary insurance practice.

Releases.  The Separation Agreements contain customary releases by each of Mr. Motenko and Mr. Hennessy and by BJ's Restaurants with respect to any and all claims either party may have had against the other party arising out of the service of Mr. Motenko and Mr. Hennessy as officers and directors of BJ's Restaurants.

Covenants.  The Separation Agreement provides for continuation of the confidentiality, non-disparagement and two (2) year non-solicitation covenants that were contained in Mr. Motenko and Mr. Hennessy's Amended and Restated Employment Agreements.  However, BJ's Restaurants agreed to release Mr. Motenko and Mr. Hennessy from the non-competition covenants that were included in their respective Amended and Restated Employment Agreements.

2

Item 8.01     Other Events.

On December 22, 2008, BJ's Restaurants issued a press release relating to the resignation of Paul Motenko and Jeremiah J. Hennessy as directors and officers of BJ's Restaurants and its subsidiaries.  A copy of the news release is attached as Exhibit 99.1.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of  Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.

Description

 
99.1

Press Release, dated December 22, 2008, announcing the resignation of Paul Motenko and Jeremiah J. Hennessy as officers and directors of the Company.



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.


BJ’S RESTAURANTS, INC.

December 22, 2008

(Registrant)

 

 

By:

/s/ GERALD W. DEITCHLE

 

Gerald W. Deitchle

 

Chief Executive Officer, President and Chairman

3

EXHIBIT INDEX


Exhibit No.

Description

 
99.1

Press Release, dated December 22, 2008, announcing the resignation of Paul Motenko and Jeremiah J. Hennessy as officers and directors of the Company.

4

EX-99.1 2 a5858729ex991.htm EXHIBIT 99.1

Exhibit 99.1

BJ's Restaurants Announces Departure of Board Members

HUNTINGTON BEACH, Calif.--(BUSINESS WIRE)--December 22, 2008--BJ's Restaurants, Inc. (NASDAQ: BJRI) today announced that co-founders Paul Motenko and Jerry Hennessy will be stepping down from the Company’s Board of Directors effective December 30, 2008 to devote their full-time attention to new entrepreneurial ventures.

“We are very supportive of the Company’s leadership and remain excited about the direction they are taking the BJ’s concept,” commented Motenko and Hennessy. “While we will no longer be officially involved with the Company, we intend to remain very loyal supporters and significant shareholders.”

“Paul and Jerry’s vision, hard work, tenacity, integrity and philanthropy have inspired all of us that have followed in their footsteps at BJ’s,” commented Jerry Deitchle, Chairman and CEO. “Their body of work over the past 17 years has also provided a solid foundation for BJ’s continued expansion across the country. Our entire Board and our leadership team extend our most sincere thanks to Paul and Jerry for their many years of dedicated service to BJ’s, and we wish them success in their next venture.”

BJ's Restaurants, Inc. currently owns and operates 82 casual dining restaurants under the BJ's Restaurant & Brewery, BJ's Restaurant & Brewhouse or BJ's Pizza & Grill brand names. BJ's restaurants offer an innovative and broad menu featuring award-winning, signature deep-dish pizza complemented with generously portioned salads, appetizers, sandwiches, soups, pastas, entrees and desserts. Quality, flavor, value, moderate prices and sincere service remain distinct attributes of the BJ's experience. The Company operates several microbreweries which produce and distribute BJ's critically acclaimed handcrafted beers throughout the chain. The Company's restaurants are located in California (44), Texas (13), Arizona (5), Colorado (3), Oregon (2), Nevada (2), Florida (4), Ohio (2), Oklahoma (2), Kentucky (1), Indiana (1), Louisiana (1) and Washington (2). The Company also has a licensing interest in a BJ's restaurant in Lahaina, Maui. Visit BJ's Restaurants, Inc. on the Web at http://www.bjsrestaurants.com.

Certain statements in the preceding paragraphs and all other statements that are not purely historical constitute "forward-looking statements" for purposes of the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Such statements include, but are not limited to, those regarding expected comparable restaurant sales growth in 2008, those regarding the effect of new sales-building initiatives, as well as those regarding the number of restaurants expected to be opened in 2008 and the timing and location of such openings. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those projected or anticipated. Factors that might cause such differences include, but are not limited to: (i) our ability to manage an increasing number of new restaurant openings, (ii) construction delays, (iii) labor shortages, (iv) minimum wage increases, (v) food quality and health concerns, (vi) factors that impact California, where 44 of our current 80 restaurants are located, (vii) restaurant and brewery industry competition, (viii) impact of certain brewery business considerations, including without limitation, dependence upon suppliers and related hazards, (ix) consumer spending trends in general for casual dining occasions, (x) potential uninsured losses and liabilities, (xi) fluctuating commodity costs, the effect of any resulting menu price increases on our sales, the availability of food in general and certain raw materials related to the brewing of our handcrafted beers and energy, (xii) trademark and servicemark risks, (xiii) government regulations, (xiv) licensing costs, (xv) beer and liquor regulations, (xvi) loss of key personnel, (xvii) inability to secure acceptable sites, (xviii) limitations on insurance coverage, (xix) legal proceedings, (xx) other general economic and regulatory conditions and requirements, (xxi) the success of our key sales-building and related operational initiatives and (xxii) numerous other matters discussed in the Company's filings with the Securities and Exchange Commission. BJ's Restaurants, Inc. undertakes no obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

CONTACT:
BJ’s Restaurants, Inc.
Greg Levin, (714) 500-2400

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