-----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, OIfrM8CchpJFmUbJNjjNjwttBjXwynshf8r6ZWWHBEdoxyaBp2Z+YQ3swhSf49hf jGrc2bEi5clpFvl1aABaLw== 0000016099-08-000022.txt : 20081121 0000016099-08-000022.hdr.sgml : 20081121 20081121111248 ACCESSION NUMBER: 0000016099-08-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081121 DATE AS OF CHANGE: 20081121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0827 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 081205960 BUSINESS ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: (713) 329 6800 MAIL ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: LUBYS CAFETERIAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 8-K 1 form8_k.htm FORM 8-K 11-20-08 form8_k.htm
 


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 19, 2008
Luby's, Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-8308
74-1335253
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
     


 
13111 Northwest Freeway, Suite 600
Houston, Texas 77040
 
(Address of principal executive offices, including zip code)


 
(713) 329-6800
 
(Registrant's telephone number, including area code)


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.
 
On November 19, 2008, Luby's, Inc. (the "Company") entered into amendments to the Employment Agreements dated November 9, 2005 and as amended on October 29, 2007 (the "Agreements") between the Company and each of Christopher J. Pappas and Harris J. Pappas (together, the "Executives") to extend the term of each agreement by one year to August 31, 2010.  The amendments to the Agreements did not change any other terms of the Agreements.
 
These amendments were unanimously approved by the Company's Board of Directors and by the Company's Nominating and Corporate Governance Committee, which is comprised solely of independent directors.
 
The foregoing descriptions of the amendments to the Agreements do not purport to be complete and are qualified in their entirety by reference to the amendments to the Agreements, the Purchase Agreement and the Rights Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by reference.

 

 
Item 9.01.
Financial Statements and Exhibits.
 
(d)           Exhibits.  The following exhibits are filed herewith:
 
Exhibit No.                      Description
 
 
10.1
Amendment No. 2 dated as of November 19, 2008 to Employment Agreement dated as of March 9, 2001 and as amended on October 29, 2007 between Luby's, Inc. and Christopher J. Pappas.
 
 
10.2
Amendment No. 2 dated as of November 19, 2008 to Employment Agreement dated as of March 9, 2001 and as amended on October 29, 2007 between Luby's, Inc. and Harris J. Pappas.
 

 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
 

 


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 21, 2008
 
By:
/s/Christopher J. Pappas
 
       
   
Christopher J. Pappas
   
President and Chief Executive Officer
     

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 


 
EXHIBIT INDEX
 

 
Exhibit No.                                           Description
 
 
10.1
Amendment No. 2 dated as of November 19, 2008 to Employment Agreement dated as of March 9, 2001 and as amended on October 29, 2007 between Luby's, Inc. and Christopher J. Pappas.
 
 
10.2
Amendment No. 2 dated as of November 19, 2008 to Employment Agreement dated as of March 9, 2001 and as amended on October 29, 2007 between Luby's, Inc. and Harris J. Pappas.
 

 
 
 
 
 
 
 
 
 
 
 
 

EX-10.1 2 exhibit10_1.htm AMENDMENT NO 2 TO CHRIS PAPPAS EMPLOYMENT AGREEMENT 2008 exhibit10_1.htm


Exhibit 10.1
 
AMENDMENT NO. 2 TO
 
EMPLOYMENT AGREEMENT
 
This Amendment No. 2 ("Amendment") to the Employment Agreement, dated November 9, 2005, between Luby's, Inc., a Delaware corporation ("Company"), and Christopher J. Pappas, a resident of Houston, Texas ("Executive") is executed as of November_19_, 2008, (the "Effective Date").  For purposes of this Amendment, "Luby's" or the "Company" shall include the subsidiaries of Company.
 
RECITALS
 
WHEREAS, the parties entered into the following agreements:

(1) Employment Agreement, dated November 9, 2005
(2) Amendment No. 1 to Employment Agreement, dated October 29, 2007

(Collectively referred to as “Agreements”);

WHEREAS, the parties desire to modify said Agreements as hereinafter set forth; and
 
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, said Agreements shall be modified as follows, as of the effective date:
 
1. Section 3 of the Agreements is hereby amended and restated as follows:

"3.           Term.  Subject to the provisions for termination of employment as provided in Section 8(a), Executive's employment under this Agreement shall be for a period beginning on the Effective Date and ending on August 31, 2010 ("Term")."
 
2.           Section 14 of the Agreements is hereby amended and restated as follows:

“14.           Notice.  All notices and communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Executive:

Christopher J. Pappas
13939 Northwest Freeway
Houston, Texas  77040

with a copy to:

Kelly, Hart & Hallman
1000 Louisiana
Suite 4700
Houston, Texas  77002
Attn:  Charles H. Still

If to Luby’s:

Luby’s, Inc.
13111 Northwest Freeway
Suite 600
Houston, Texas 77040

Attention:  General Counsel and Chairman of the Board


 
 
Any of the above addresses may be changed at any time by notice given as provided above; provided, however, that any such notice of change of address shall be effective only upon receipt.  All notices, requests or instructions given in accordance herewith shall be deemed received on the date of delivery, if hand delivered, on the date of receipt, if telecopied, three Business Days after the date of mailing, if mailed by registered or certified mail, return receipt requested, and one Business Day after the date of sending, if sent by Federal Express or other recognized overnight courier.”


IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.

 
         
       
/s/Christopher J. Pappas
       
Christopher J. Pappas
         
 

       
LUBY’S, INC.
         
       
/s/Gasper Mir, III
       
Gasper Mir, III
       
Chairman of the Board
         


EX-10.2 3 exhibit10_2.htm AMENDMENT NO 2 TO HARIS PAPPAS EMPLOYMENT AGREEMENT 2008 exhibit10_2.htm


Exhibit 10.2
 
AMENDMENT NO. 2 TO
 
EMPLOYMENT AGREEMENT
 
This Amendment No. 2 ("Amendment") to the Employment Agreement, dated November 9, 2005, between Luby's, Inc., a Delaware corporation ("Company"), and Harris J. Pappas, a resident of Houston, Texas ("Executive") is executed as of November_19_, 2008, (the "Effective Date").  For purposes of this Amendment, "Luby's" or the "Company" shall include the subsidiaries of Company.
 
RECITALS
 
WHEREAS, the parties entered into the following agreements:

(1) Employment Agreement, dated November 9, 2005
(2) Amendment No. 1 to Employment Agreement, dated October 29, 2007

(Collectively referred to as “Agreements”);

WHEREAS, the parties desire to modify said Agreements as hereinafter set forth; and
 
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, said Agreements shall be modified as follows, as of the effective date:
 
1. Section 3 of the Agreements is hereby amended and restated as follows:

"3.           Term.  Subject to the provisions for termination of employment as provided in Section 8(a), Executive's employment under this Agreement shall be for a period beginning on the Effective Date and ending on August 31, 2010 ("Term")."
 
2.           Section 14 of the Agreements is hereby amended and restated as follows:

“14.           Notice.  All notices and communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Executive:

Harris J. Pappas
13939 Northwest Freeway
Houston, Texas  77040

with a copy to:

Kelly, Hart & Hallman
1000 Louisiana
Suite 4700
Houston, Texas  77002
Attn:  Charles H. Still

If to Luby’s:

Luby’s, Inc.
13111 Northwest Freeway
Suite 600
Houston, Texas 77040

Attention:  General Counsel and Chairman of the Board


 
Any of the above addresses may be changed at any time by notice given as provided above; provided, however, that any such notice of change of address shall be effective only upon receipt.  All notices, requests or instructions given in accordance herewith shall be deemed received on the date of delivery, if hand delivered, on the date of receipt, if telecopied, three Business Days after the date of mailing, if mailed by registered or certified mail, return receipt requested, and one Business Day after the date of sending, if sent by Federal Express or other recognized overnight courier.”
 
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.

 
         
       
/s/Harris J. Pappas
       
Harris J. Pappas
         
 

       
LUBY’S, INC.
         
       
/s/Gasper Mir, III
       
Gasper Mir, III
       
Chairman of the Board
         

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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