-----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, B+S15vvgAI/UlrqcS2u6jHt1mXKH4o/fsblYWAkJDkbXTeNQcKWIVDnSnG6aesjB L9r6MWbh7765rVWdAUuAYA== 0001193125-06-126849.txt : 20060608 0001193125-06-126849.hdr.sgml : 20060608 20060608164707 ACCESSION NUMBER: 0001193125-06-126849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060607 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRISCHS RESTAURANTS INC CENTRAL INDEX KEY: 0000039047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310523213 STATE OF INCORPORATION: OH FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 06894493 BUSINESS ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5139612660 MAIL ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH 8-K 1 d8k.htm CURRENT REPORT Current Report

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): June 7, 2006

 


FRISCH’S RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

 


 

OHIO   001-07323   31-0523213

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2800 GILBERT AVENUE, CINCINNATI, OHIO   45206
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 513-961-2660

 

(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 (see General Instruction A.2. below):

 

¨ 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))

 



Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Compensatory Arrangements

The Employment Agreement between the Company and Craig F. Maier that went into effect on May 28, 2006 was amended with the approval of the Board of Directors on June 7, 2006. The amendment deleted the provision for annual awards of stock options to be granted when certain levels of pretax earnings are achieved. In its place, a new provision was added allowing additional annual contributions to be made to the trust established for the benefit of Mr. Maier under the Frisch’s Restaurants, Inc. Nondeferred Cash Balance Plan when certain levels of pretax earnings are achieved.

The Frisch’s Restaurants, Inc. Nondeferred Cash Balance Plan that went into effect January 1, 2000 was also amended with the approval of the Board of Directors on June 7, 2006 to allow the Plan to accept contributions required by provisions of employment agreements in addition to regular contributions that may be due.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statement and Exhibits

 

(d)    Exhibits
99.1    First Amendment (to be effective May 28, 2006) to the Employment Agreement between the Company and Craig F. Maier that went into effect on May 28, 2006, is filed herewith
99.2    First Amendment (to be effective June 6, 2006) to the Frisch’s Restaurants, Inc. Nondeferred Cash Balance Plan that went into effect January 1, 2000, is filed herewith.

SIGNATURE

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 thereunto duly authorized.

 

  FRISCH’S RESTAURANTS, INC.
                      (registrant)
DATE June 8, 2006    
  BY  

/s/ Donald H. Walker

    Donald H. Walker
    Vice President - Finance and
    Principal Financial Officer
EX-99.1 2 dex991.htm FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT--CRAIG F. MAIER First Amendment to the Employment Agreement--Craig F. Maier

EXHIBIT 99.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, Frisch’s Restaurants, Inc., an Ohio corporation (the “Corporation”) and Craig F. Maier (“Maier”) entered into an Employment Agreement (the “Agreement”) dated March 14, 2006 to be effective as of May 28, 2006; and

WHEREAS, the Corporation and Maier have determined that it is in the best interests of the Corporation and Maier to amend the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Agreement, the parties hereby agree to the following modifications of the Agreement to be effective as of May 28, 2006:

 

  1. Section 4 (c) Stock Options shall be deleted in its entirety and replaced with the following:

“(c) Contribution to Nondeferred Cash Balance Plan. In any year in which the Corporation’s Pre-Tax Earnings equal or exceed 4% of Total Revenue, the Corporation shall make a contribution to the trust established for the benefit of Maier under the Frisch’s Restaurants, Inc. Nondeferred Cash Balance Plan (the “Plan”) as follows:

 

Pre-Tax Earnings As a Percentage Of Total Revenue

   Contribution to the Plan
As a Percentage of Salary
 

At least 4% but less than 5%

   18 %

At least 5% but less than 6%

   37 %

At least 6%

   55 %

All amounts contributed to the Plan by Corporation shall be subject to the terms and conditions of the Plan.

 

  2. In all other respects, the Agreement shall remain unchanged.

IN WITNESS WHEREOF, Frisch’s Restaurants, Inc. has caused this First Amendment to the Employment Agreement of Craig F. Maier to be executed in its corporate name by Michael E. Conner, its Vice President of Human Resources, thereunto duly authorized by its Board of Directors, and Craig F. Maier has hereunto set his hand this 7th day of June, 2006.

 

/s/ Craig F. Maier

  FRISCH’S RESTAURANTS, Inc.
Craig F. Maier    
Dated: June 7, 2006   By:  

/s/ Michael E. Conner

    Michael E. Conner
    Vice President of Human Resources
  Dated: June 6, 2006
EX-99.2 3 dex992.htm FIRST AMENDMENT TO THE FRISCH'S RESTAURANTS, INC. NONDEFERRED CASH BALANCE PLAN First Amendment to the Frisch's Restaurants, Inc. Nondeferred Cash Balance Plan

EXHIBIT 99.2

FIRST AMENDMENT

TO THE

FRISCH’S RESTAURANTS, INC.

NONDEFERRED CASH BALANCE PLAN

WHEREAS, Frisch’s Restaurants, Inc. (the “Company”) adopted the Frisch’s Restaurants, Inc. Nondeferred Cash Balance Plan (the “Plan”) for the benefit of a select group of highly compensated employees of the Company effective January 1, 2000; and

WHEREAS, Section 4.2 of the Plan reserved the rights of the Company to amend the Plan; and

WHEREAS, the Company now wishes to amend the Plan effective June 6, 2006.

NOW, THEREFORE, effective June 6, 2006, the Plan is amended as follows:

 

  1. A new Section 3.3 shall be added to the Plan to read as follows:

 

  3.3 Contributions Pursuant to Employment Agreements

In the event the Company is required to make a contribution pursuant to the terms of an employment agreement entered into between the Company and a Highly Compensated Employee covered by the Plan, such contribution, less the portion thereof that is required to be paid by the Company as tax withholdings to the appropriate authorities, shall be paid by the Company in addition to, and not in lieu of, the contributions that may be due such Highly Compensated Employee under Sections 3.1 or 3.2 hereof.

 

  2. In all other respects, the Plan shall remain unchanged.

IN WITNESS WHEREOF, Frisch’s Restaurants, Inc. has caused this instrument to be executed this 6th day of June, 2006.

 

FRISCH’S RESTAURANTS, INC.
By  

/s/ Michael E. Conner

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