-----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, HToD62BUx+GoAsfna+RH2vFyLgA4z2R9jloVT78+3yNOAM6HiXOirzHapdRdc0pI iCJuvilQ3GqR5+y9WNQA7A== 0000950142-06-002370.txt : 20061220 0000950142-06-002370.hdr.sgml : 20061220 20061220100859 ACCESSION NUMBER: 0000950142-06-002370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061215 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 061288417 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 8-K 1 form8k_121506.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 15, 2006 THE PENN TRAFFIC COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-9930 25-0716800 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1200 STATE FAIR BOULEVARD SYRACUSE, NEW YORK 13221-4737 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (315) 453-7284 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective December 15, 2006, Daniel Mahoney was appointed Vice President and General Counsel of The Penn Traffic Company (the "Company"). Pursuant to an offer letter from the Company dated December 10, 2006 (the "Offer Letter"), the terms of which were accepted by Mr. Mahoney on December 15, 2006, Mr. Mahoney will be entitled to receive an annual salary of $175,000 plus a sign-on bonus of $42,500 payable in two installments, the first installment of $28,750 to be payable upon his employment commencement date and the second installment of $13,750 to be payable three months thereafter. In addition to participation in the Company's 401(k), health insurance and other employee benefits programs, Mr. Mahoney will be entitled to participate in the Company's Management Performance Incentive Program (Bonus), pursuant to which he will be eligible to receive 40% of his base salary at 100% of the Plan, increasing to 80% incrementally by exceeding the Plan. He will also be entitled to receive reimbursement of up to $6,000 in connection with relocation costs if he elects to relocate within one year after his employment commencement date, as well as 52 weeks of severance in accordance with the Company's severance policy. Mr. Mahoney will also be entitled to participate in the Company's 2006 Omnibus Award Plan at such time as awards are generally granted to management of the Company. A copy of the Offer Letter is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Mr. Mahoney is 39 years old. From 1995 through 2004, Mr. Mahoney was Of Counsel at the law firm of Nutter, McClennen & Fish, LLP where he was a labor and employment law specialist. Through 2005, he was a Director, Labor Relations and Employment Law, at Shaw's Supermarkets, Inc. He then became a solo practitioner at the Law Office of Daniel J. Mahoney through August 2006, and worked as Senior Counsel, Labor & Employment Law, at C&S Wholesale Grocers, Inc. until his appointment with the Company. Other than as disclosed in this Item 5.02, there have been no transactions between Mr. Mahoney or any member of his family and the Company since the beginning of the Company's last fiscal year. Additionally, there are no family relationships between Mr. Mahoney and any director or executive officer of the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) The following are attached as exhibits to this Current Report on Form 8-K: EXHIBIT DESCRIPTION ------- ----------- 99.1 Offer Letter, dated December 10, 2006, between the Company and Daniel Mahoney, accepted on December 15, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. THE PENN TRAFFIC COMPANY By: /s/ Robert Panasuk ---------------------------- Name: Robert Panasuk Title: Chief Executive Officer Dated: December 20, 2006 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Offer Letter, dated December 10, 2006, between the Company and Daniel Mahoney, accepted on December 15, 2006. EX-99 2 ex99-1form8k_121506.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ December 10, 2006 Mr. Daniel Mahoney 605 Main Street Hingham, MA 02043 Dear Daniel, On behalf of The Penn Traffic Company we are pleased to offer you the position of VICE PRESIDENT, GENERAL COUNSEL. Your employment will commence on a date to be mutually agreed upon. While this letter is not a contractual agreement, it does contain the major elements of our offer to you. 1. SALARY. Your starting salary will be $175,000.00 per year. 2. SIGN-ON BONUS. You will receive a sign on bonus in the total amount of $42,500.00. The sign on bonus will be paid in two (2) installments. The first installment of $28,750.00 will be payable on your date of hire. The second installment of $13,750.00 will be paid three (3) months after your hire date. 3. MANAGEMENT PERFORMANCE INCENTIVE PROGRAM (BONUS). 40% of base at 100% of Plan and increasing to 80% incrementally by exceeding the plan. 4. MISCELLANEOUS EXPENSES. Penn Traffic will provide payment for temporary living costs for 3 months in the amount of $2,000.00 per month for your transition. You will have one (1) year to exercise the relocation option. 5. BENEFITS. You will immediately be entitled to participate in all life, health, and other benefits programs of the Company. The flexible spending program will be available to you the first pay period of 2008. 6. 401(K) PLAN. You will be eligible to participate in Penn Traffic's 401(k) Plan six (6) months after your date of hire. When you contribute at least 3% of your weekly pay, the Company will match 50% of the first 3 percent of your pay after one year of service. You may defer up to the maximum dollar amount allowed by law each year. In addition, once you have completed 6 months of service and attained age 21, The Penn Traffic Company will make a contribution of 3 percent of your total compensation to your 401(k) plan each year. If you choose not to participate in the 401(k) plan, an account will be set up for you for the 3 percent contribution. 7. VACATION. You will be eligible for (four) 4 weeks paid vacation per year. 8. SEVERANCE PLAN. Minimum of fifty-two (52) weeks of severance according to Company policy. 9. CHANGE OF CONTROL. You will need to complete the document that will be provided to you upon your date of hire. Your signature will need to be witnessed here. 10. CURRENT EMPLOYER REIMBURSEMENT. In the event that your current employer requires reimbursement for relocation/temporary living expenses, Penn Traffic will provide that reimbursement to cover up to 4 months condo costs and relocation related travel costs. 11. STOCK. You will participate in the company plan and receive stock commensurate with your position at the time when the plan is executed for the management team. It is important to reiterate that this letter is an offer of employment, and in no way should be construed to be an employment contract for definite term. Employment at The Penn Traffic Company is at-will, subject to termination by the Company or you at any time. We look forward to you joining The Penn Traffic team. If you have any questions regarding this offer letter or the position, please contact me directly. Sincerely, /s/ Robert Panasuk - --------------------------- Robert Panasuk Chief Operating Officer The Penn Traffic Company - ------------------------------------------------------------------------------- Daniel Mahoney: To acknowledge and accept the terms of this letter, please sign one copy of this letter and retain the second copy for your files. Please return to my attention by Friday, December 15, 2006. I, _______________________ accept this offer on this ____ day of ________, 2006. (please print) Daniel Mahoney ____________________________ (signature) cc: Bob Panasuk Trina Kinney Sandy Lowery Holly DeMar -----END PRIVACY-ENHANCED MESSAGE-----