-----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, Q7VTv8ACytNbmpbn0NUGo7zpKTOcd/n99sctXJWRRdoyMdDhLnXygSP9yDXd9QKG RWh7CWRBx4zwG7JQufigiw== 0001157523-05-008031.txt : 20050909 0001157523-05-008031.hdr.sgml : 20050909 20050909105643 ACCESSION NUMBER: 0001157523-05-008031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050902 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050909 DATE AS OF CHANGE: 20050909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIENDLY ICE CREAM CORP CENTRAL INDEX KEY: 0000039135 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042053130 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13579 FILM NUMBER: 051076730 BUSINESS ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 BUSINESS PHONE: 4135432400 MAIL ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 8-K 1 a4968843.txt FRIENDLY ICE CREAM CORPORATION 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 event reported) September 2, 2005 ----------------- FRIENDLY ICE CREAM CORPORATION - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) MASSACHUSETTS - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-13579 04-2053130 - ---------------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 1855 Boston Road, Wilbraham, MA 01095 - ------------------------------- -------------------------------- (Address of Principal Executive Offices) (Zip Code) (413) 543-2400 - -------------------------------------------------------------------------------- (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 (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)) Item 1.01 Entry into a Material Definitive Agreement Effective September 2, 2005, Friendly Ice Cream Corporation (the "Company") and Lawrence A. Rusinko, the Company's former Senior Vice President of Marketing, amended the separation agreement entered into between the Company and Mr. Rusinko effective on May 31, 2005. The amendment changes the dates on which a portion of the severance payments from the Company to Mr. Rusinko will be made to ensure that such payments will not be treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code. A copy of the Amendment to the Memorandum of Agreement is attached hereto as Exhibit 10.16. Item 9.01 Financial Statements and Exhibits (c) Exhibits -------- Exhibit Number Exhibit Description - ----------------------- -------------------------------------------------------- 10.16 Amendment to Memorandum of Agreement dated as of September 2, 2005 2 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. Dated: September 9, 2005 FRIENDLY ICE CREAM CORPORATION By: /s/ PAUL V. HOAGLAND ------------------------------------------ Name: Paul V. Hoagland Title: Executive Vice President of Administration and Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit Description - ----------------------- -------------------------------------------------------- 10.16 Amendment to Memorandum of Agreement dated as of September 2, 2005 EX-10.16 2 a4968843ex10.txt EXHIBIT 10.16 Exhibit 10.16 AMENDMENT TO MEMORANDUM OF AGREEMENT This Amendment (the "Amendment") by and between Friendly Ice Cream Corporation ("Friendly's") and Lawrence A. Rusinko ("Mr. Rusinko"), as of September 2, 2005 (the "Effective Date"). RECITALS WHEREAS, Friendly's and Mr. Rusinko entered into a Memorandum of Agreement on or about May 31, 2005 (the "Memorandum Agreement") to memorialize certain rights and obligations of the parties with respect to Mr. Rusinko's severance of employment from Friendly's as of May 31, 2005 (the "Separation Date"); WHEREAS, Section 409A of the Internal Revenue Code enacted by Congress in October 2004 and effective as of January 1, 2005 ("Section 409A") governs the tax treatment of nonqualified deferred compensation agreements and certain executive employment and severance agreements; WHEREAS, the Department of Treasury and Internal Revenue Service issued Notice 2005-1 (the "Notice") to provide guidance with respect to the application of Section 409A to, inter alia, severance agreements; WHEREAS, in accordance with the principles set forth in the Notice, Friendly's and Mr. Rusinko desire to amend the Memorandum Agreement as of the Effective Date to ensure that the severance payments provided thereunder will not be treated as nonqualified deferred compensation subject to Section 409A; and WHEREAS, Article VIII of the Memorandum Agreement provides that it may be amended by Friendly's and Mr. Rusinko. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows. 1. Article I of the Memorandum Agreement shall be amended by striking the text of the first paragraph and inserting the following text: "Friendly's will continue to pay you semi-monthly from the Separation Date until March 14, 2006 at your current base rate of pay (plus executive match and automobile allowance) ("SemiMonthly Payments"). On or before March 15, 2006, Friendly's will pay you a lump sum payment equal to the semi-monthly pay you would have received between March 15, 2006 and May 31, 2006, at your current base rate of pay (plus executive match and automobile allowance) ("Lump Sum Payment"). Both the SemiMonthly Payments and the Lump Sum Payment you receive will be subject to appropriate statutory deductions and such other deductions normally made for employees of Friendly's." -1- 2. Except as amended hereby, the Memorandum Agreement remains in full force and effect and constitutes the entire agreement among the parties regarding the subject matter thereunder. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date above written. By: /s/ L A Rusinko ---------------------------- Lawrence A. Rusinko Friendly Ice Cream Corporation By: /s/ Gregory A. Pastore ---------------------------- Gregory A. Pastore Vice President -2- -----END PRIVACY-ENHANCED MESSAGE-----