8-K

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): March 1, 2005

IMPERIAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

TEXAS	1-10307	74-0704500
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE IMPERIAL SQUARE P. O. BOX 9 SUGAR LAND, TEXAS	77487
(Address of principal executive offices)	(Zip Code)

(281) 491-9181

(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 March 1, 2005, we granted our directors, executive officers and certain other employees restricted stock awards with respect to 63,517 shares of Common Stock and stock options to purchase 151,250 shares of Common Stock (for a combined total of awards with respect to 214,767 shares of Common Stock). A schedule of the restricted stock awards and stock option grants to our directors and executive officers is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference. One-third of the shares subject to the restricted stock awards vest on the first anniversary of the grant date, another one-third vest on the second anniversary of the grant date and the remaining one-third vest on the third anniversary of the grant date. The form of restricted stock agreement used in connection with these grants of restricted stock awards is attached to this Form 8-K as Exhibit 10(e)(4). The stock options provide for the purchase of shares of Common Stock at a per share exercise price of $14.78 (the fair market value of a share of Common Stock on the date of grant, March 1, 2005), expire on March 1, 2015, and vest equally in thirds on each of the first three anniversaries of the grant date, beginning March 1, 2006. A specimen of the stock option award agreement used in connection with our grants of stock options was filed as Exhibit 10(e)(2) to our Annual Report on Form 10-K for the year ended September 30, 2004.

Item 9.01 – Financial Statements & Exhibits

(c) Exhibits

99.1	Schedule of restricted stock awards and stock option grants.
10(e)(4)	Specimen of restricted stock agreement.

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 hereunto duly authorized.

	IMPERIAL SUGAR COMPANY
Date: March 16, 2005	By:	/s/ H. P. Mechler
		H. P. Mechler
		Senior Vice President and Chief Financial Officer

EX-10.(E).(4)

Exhibit 10(e)(4)

RESTRICTED STOCK AGREEMENT

PURSUANT TO THE TERMS OF THE

IMPERIAL SUGAR COMPANY LONG-TERM

INCENTIVE PLAN

(As Amended and Restated Effective January 10, 2003 and

as otherwise amended from time to time)

GRANT DATE: March 1, 2005

1. Grant of Restricted Stock. On March 1, 2005 (the “Grant Date”), Imperial Sugar Company, a Texas corporation (“Company”), hereby grants to [                         ](“Grantee”) all rights, title and interest in the record and beneficial ownership of [                                         ] shares of the common stock, no par value per share, of the Company (the “Restricted Shares”). The Restricted Shares are granted pursuant to the Imperial Sugar Company Long-Term Incentive Plan, as amended and restated effective January 10, 2003 and as otherwise amended from time to time (the “Plan”), and are subject to this Agreement and the Plan. By execution of this Agreement, Grantee agrees to be bound by the terms and provisions of this Agreement and the Plan.

All capitalized terms have the meanings set forth in the Plan unless otherwise specifically defined herein. All section references herein pertain to sections of this Agreement unless otherwise specifically provided.

2. Custody of Restricted Shares. The Restricted Shares shall be issued and registered in the name of the Grantee and held, together with a stock power endorsed in blank, by the Chairman of the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company or his designee. The grant of Restricted Shares shall constitute an immediate transfer of the record and beneficial ownership of such shares to the Grantee; however, the Restricted Shares shall not be transferable by the Grantee until such time as the restrictions on their transfer imposed by the terms hereof have expired and such shares are delivered to or on behalf of the Grantee pursuant to Section 7. No interest, right or benefit in any Restricted Shares shall in any manner be liable for or subject to any debts, obligations, contracts, liabilities or torts of the Grantee until such time as the shares have been delivered pursuant to Section 7. Until such time as the Restricted Shares have been delivered pursuant to Section 7, the shares may not be transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, by the Grantee.

3. Risk of Forfeiture; Stock Power. Grantee shall forfeit the right to receive the Restricted Shares in accordance with Section 5 and, in the event of any such forfeiture, and without any action on the part of Grantee, such forfeited shares shall be transferred to the Company or to any person designated by the Company. Grantee hereby appoints the Chairman of the Committee and any designee of said Chairman, and each of them, as Grantee’s attorney-in-fact to transfer such shares in the event of any such forfeiture. Grantee cannot revoke this appointment prior to the delivery of such shares to or on his behalf pursuant to Section 7.

Grantee’s     

Initials         

4. Three-Year Vesting Period. Subject to possible accelerated vesting pursuant to Sections 5(a), (b) or (c), one-third of the total number of Restricted Shares subject to this Agreement shall become vested on the first annual anniversary of the Grant Date, one-third shall vest on the second anniversary of the Grant Date and the remaining one-third shall vest on the third anniversary of the Grant Date. The Executive Compensation Committee appointed by the Company’s Board of Directors may, in its discretion, accelerate the vesting schedule.

5. Termination of Employment or Change in Control. In the event of termination of employment of the Grantee, or the occurrence of a Change in Control (as defined in the Plan), Grantee’s rights under this Agreement shall be affected as follows:

(a) Death or Disability. If Grantee’s employment with the Company is terminated due to his death or Disability (as defined in the Plan), then all of Grantee’s Restricted Shares hereunder shall automatically become 100% vested on such termination date.

(b) Retirement. If Grantee’s employment with the Company is terminated due to his retirement at or after attaining age 62, then all of his Restricted Shares hereunder shall automatically become 100% vested on such termination date.

(c) Change in Control. If a Change in Control (as defined in the Plan) should occur before the Grantee’s employment with the Company has been terminated for any reason, then all non-vested Restricted Shares hereunder shall automatically become 100% vested as of the occurrence date of the Change in Control. Effective as of such Change in Control date, the Restricted Shares shall be fully vested and non-forfeitable regardless of whether Grantee’s employment is thereafter terminated.

(d) Termination of Employment. If there is a termination of Grantee’s employment with the Company for any reason other than due to one of the reasons specified above in parts (a), (b) or (c) of this Section 5, as determined by the Committee in good faith, then Grantee shall forfeit the right to receive any Restricted Shares hereunder that have not vested pursuant to Section 4 before such termination date.

6. Forfeitures. Any Restricted Shares forfeited by the Grantee pursuant to Section 5(d) shall be reacquired by the Company, pursuant to Section 3 without charge or payment.

7. Transfer and Delivery of Restricted Shares to Grantee. The Committee shall cause to be issued and delivered to Grantee a certificate or certificates for all vested Restricted Shares, free of restrictions hereunder, to or on behalf of Grantee within ten (10) days from the date that Grantee becomes vested in such Restricted Shares pursuant to Section 4 or 5 hereof, as applicable; provided, however, in the event of a Change in Control pursuant to Section 5(c), such non-restricted and fully vested shares shall be delivered to Grantee within five (5) days from the Change in Control date.

Grantee’s     

Initials         

8. Voting and Dividend Rights. The Grantee is entitled to exercise voting rights applicable to the Restricted Shares unless and until forfeited pursuant to Section 6. Dividends declared on the Restricted Shares shall be accrued for the Grantee’s account and will be paid as soon as practicable following the vesting date unless such shares are forfeited pursuant to Section 6.

9. Amendment and Termination. This Agreement may be amended or terminated at any time and any amendment or termination must be set forth in a written instrument that is approved by the Committee and executed by both the Grantee and by an appropriate officer on behalf of the Company.

10. No Guarantee of Employment. The Plan and this Restricted Stock Agreement shall not confer upon the Grantee any right with respect to continuance of employment or other service with the Company, nor shall it interfere in any way with any right that the Company would otherwise have to terminate such employment or service at any time.

11. Withholding of Taxes. The Company shall have the right to (a) make deductions from the number of vested Restricted Shares otherwise deliverable to or on behalf of Grantee upon satisfaction of the conditions precedent of this Agreement in such amount as is sufficient to satisfy withholding of any federal, state or local taxes required by applicable law, and (b) take such other action as it deems to be necessary or appropriate to satisfy any tax withholding obligations.

12. No Guarantee of Tax Consequences. The Company and the Committee do not make any commitment or guarantee that any tax treatment will apply or be available to the Grantee or any other person.

13. Severability. In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions of this Agreement. In such event, this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included herein.

14. Successors. This Agreement shall bind and inure to the benefit of the Company and its successors, and to Grantee and, upon his death, to his estate and beneficiaries thereof (whether by will or the laws of descent and distribution).

15. Governing Law. The Plan and this Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflicts of law provisions.

16. Effective Date of Grant. This Agreement is effective on the Grant Date.

ATTEST:	IMPERIAL SUGAR COMPANY
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

[Signatures continue on next page]

	Accepted and Agreed:
	GRANTEE:
ATTEST:
By:	Signature:
Name:	Name:
Date:	Date:
SPOUSAL CONSENT
I, the undersigned spouse, am married (or am deemed under applicable law to be married) to                              (the “Grantee”). I hereby consent to the terms and provisions of this Restricted Stock Agreement.
	Spouse’s Signature
	Printed Name
	Date

EX-99.1

Exhibit 99.1

IMPERIAL SUGAR COMPANY
Restricted stock awards and stock option grants
March 1, 2005
	Options	Restricted Stock
Board of Directors
James J. Gaffney	5,000	1,667
Curtis G. Anderson	2,500	833
Gaylord O. Coan	2,500	833
Yves-Andre Istel	2,500	833
Robert J. McLaughlin	2,500	833
James A. Schlindwein	2,500	833
John K. Sweeney	2,500	833
Executive Officers
Robert A. Peiser	35,000	11,667
Paul Durlacher	7,500	2,500
T. Kay Hastings	22,500	7,500
Patrick D. Henneberry	12,500	4,167
H.P. Mechler	17,500	5,833
William F. Schwer	12,500	4,167
J. Eric Story	5,000	1,667
All Others	18,750	19,350
Total	151,250	63,517
Total Options and Restricted Stock			214,767