-----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, NfygHjSy/cr3P43a9hlD1CH3zT345C/5n8+Pt33JneS4m+BVEAMV/2SIuPOxIFzX GbDix6Ot8NTHzjWCCKxt0w== 0000902664-05-001474.txt : 20050712 0000902664-05-001474.hdr.sgml : 20050712 20050712164916 ACCESSION NUMBER: 0000902664-05-001474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20050712 DATE AS OF CHANGE: 20050712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORTONS RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000883981 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133490149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12692 FILM NUMBER: 05950767 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PK RD STE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5166271515 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: SUITE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM RESTAURANTS GROUP INC DATE OF NAME CHANGE: 19950315 8-K 1 form8-k.txt MORTON'S RESTAURANT GROUP, INC. 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): July 6, 2005 Morton's Restaurant Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-12692 13-3490149 ---------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3333 New Hyde Park Road, Suite 210 New Hyde Park, New York 11042 ------------------------------------------------------- (Address of principal executive offices and zip code) (516) 627-1515 ------------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1.01. Entry into a Material Definitive Agreement Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On July 6, 2005, Morton's Restaurant Group, Inc. (the "Company") announced that it has appointed Edie Garritano-Ames as President of its Morton's, The Steakhouse division. Ms. Garritano-Ames is scheduled to begin on July 25, 2005. Prior to joining the Company, Ms. Garritano-Ames, age 38, was a regional vice president of operations with California Pizza Kitchen where she was employed since 1994. Ms. Garritano-Ames will receive an annual salary of $260,000 and a performance bonus at the discretion of the Board of Directors of Morton's Holdings, LLC (the Company's parent). Ms. Garritano-Ames minimum bonus for 2005 will be $100,000, pro-rated from her start date. In addition, Ms. Garritano-Ames will receive a grant of 150,000 restricted common units of Morton's Holdings, LLC. These units will be granted pursuant to an employee subscription agreement and will be subject to vesting. The material terms of Ms. Garritano-Ames employment are set forth in an employment letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the press release announcing the appointment of Ms. Garritano-Ames is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 10.1 Employment letter dated July 1, 2005. Exhibit 99.1 Press Release dated July 6, 2005. 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. Morton's Restaurant Group, Inc. Date: July 12, 2005 /s/ Thomas J. Baldwin -------------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer EX-99 2 exhibit99_1.txt PRESS RELEASE Exhibit 99.1 From: SANFORD TELLER COMMUNICATIONS July 6, 2005 1365 York Avenue New York, NY 10021 (212) 717-0332 For: MORTON'S RESTAURANT GROUP, INC FOR IMMEDIATE RELEASE --------------------- 3333 New Hyde Park Road New Hyde Park, NY 11042 (516) 627-1515 www.mortons.com Contact: THOMAS J. BALDWIN, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL ------------------------------------------------------------ OFFICER, MORTON'S RESTAURANT GROUP, INC. ---------------------------------------- MORTON'S RESTAURANT GROUP NAMES EDIE GARRITANO-AMES PRESIDENT OF ITS MORTON'S, THE STEAKHOUSE DIVISION New Hyde Park, NY...Morton's Restaurant Group, Inc. has named Edie Garritano-Ames president of its Morton's, The Steakhouse division, it was announced today by Allen J. Bernstein, chairman, president and chief executive officer of the parent company. Morton's, The Steakhouse is the world's largest company-owned fine-dining steakhouse group. There are 68 Morton's steakhouses throughout the United States and in Canada, Singapore and Hong Kong. A new Morton's restaurant will open in Atlantic City, NJ early next month. Before joining Morton's, Garritano-Ames had been with California Pizza Kitchen, a $450 million dollar company with 11,000 employees, for eleven years. In her most recent position, as regional vice president of operations, she was responsible for all aspects of operations, including company-wide recruiting, training and retention, and worked with the executive team on strategic planning and concept development. 2 Previously, she had been director of training for the Atlanta-based Malone's Grill & Bar restaurant chain. Bernstein said, "Among Edie's many areas of expertise and accomplishment that resonate with Morton's are team development, guest satisfaction and quality assurance. "She understands and appreciates the Morton's culture and we look forward to benefiting from her experience, innovation and leadership." Garritano-Ames, who describes herself as "a frequent Morton's guest, consistently wowed by the dining experience," says she is "honored to take the helm of the restaurant company that has become the industry's gold standard for dining quality and service." # # # EX-10 3 exhibit10_1.txt EMPLOYMENT LETTER Exhibit 10.1 July 1, 2005 Ms. Edie A. Garritano-Ames 10412 Whipple Street Toluca Lake, CA 91602 Dear Edie: We are pleased to confirm our offer of the position of President for Morton's of Chicago, Inc. (Morton's). Your annual salary will be $260,000.00 payable bi-weekly. A performance bonus, awarded at the discretion of the Board of Directors, will be paid annually. Your minimum bonus for 2005 will be $100,000 (prorated from your start date). You will be paid a car allowance of $500 per month. Expenses directly incurred in conjunction with Morton's business will be reimbursed consistent with policy. Your start date in your new position is expected to be no later than August 1, 2005. At the first meeting of the Board of Directors, after your employment commences, 150,000 common units will be awarded at the then prevailing market price and consistent with the terms of the Morton's Restaurant Group, Inc. Plan. Morton's offers medical, dental, life, accidental death and dismemberment, as well as short and long-term disability insurance for you and your eligible dependents. All such benefits will be made available consistent with company policy. You will be eligible to participate in our 401K Plan after you have completed one year of service. You will be based in Chicago and bear all living and related expenses. Relocation benefits will be available consistent with Morton's policy. Morton's agrees to pay for relocation benefits including the real estate commission and closing costs related to the sale of your home. In addition, Morton's agrees to preserve a portion of the after-tax value of such by "grossing up" taxable relocation benefits, as may be required by law, to the actual amount necessary to preserve the after-tax value, or to an amount that in combination with all other relocation benefits paid does not exceed $75,000. The final amount due will be determined and paid to you within 30 days of the later of your actual relocation of your principal residence to Chicago or the completed sale of your home. It is anticipated that both the sale of your home and the purchase of a new principal residence in Chicago, IL will be promptly effected. Should you voluntarily resign, or are terminated for cause, on or before the completion of one year of continuous service from the actual relocation of your principal residence, you will repay to Morton's the entire amount paid for such relocation benefits. The conditions of Morton's Employee Handbook and related employment forms, documents, policies, etc. will continue to apply to you unless specifically varied in writing. Enclosed is Morton's New Hire Package. Please complete the forms contained therein and return directly to my attention. Page 2 This offer of employment is contingent upon successful completion of background and credit investigations and a screen for illegal drugs, as well as agreement to the Alternative dispute Resolution Policy and Substance Abuse Policy. Congratulations! We know that your professionalism, experience and enthusiasm will significantly contribute to the continued success of Morton's. Please sign and return a copy acknowledging your acceptance. Thank you for your courtesy. If you have any questions or require further information, please contact me at 515/627-1515, by fax at 516/627-1898 or by e-mail at tbaldwin@mortons.com. Very truly yours, /S/ THOMAS J. BALDWIN --------------------- Thomas J. Baldwin Executive Vice President Chief Financial Officer /S/ EDIE A. GARRITANO-AMES - -------------------------- Acknowledged and Agreed Edie A. Garritano-Ames TJB:dh cc: Allen J. Bernstein Klaus W. Fritsch VIA: Federal Express mortons\edieames-emplymt -----END PRIVACY-ENHANCED MESSAGE-----