8-K 1 r8k-1019.txt 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 9, 2005 MOVIE GALLERY, INC. (Exact name of registrant as specified in its charter) Delaware 0-24548 63-1120122 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 900 West Main Street Dothan, Alabama 36301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (334) 677-2108 ------------------------------------------------------------- (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: [ ] 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 25, June 9 and June 22, 2005, the Compensation Committee of the Board of Directors of Movie Gallery, Inc. (the "Company") awarded shares of restricted stock to certain of the Company's executive officers and directors. These awards, which were previously reported on Form 4s, were made pursuant to and subject to the provisions of the Movie Gallery, Inc. 2003 Stock Plan, as amended. The purpose of this 8-K Report is to file the forms of Restricted Stock Purchase Agreement evidencing such awards. On March 25, 2005, the following executive officers each received a grant of restricted stock: Number Name Title of Shares ------------------- ---------------------------------- ----------- Joe T. Malugen Chairman of the Board, President 25,000 and Chief Executive Officer Harrison H. Parrish Vice Chairman of the Board and 11,668 Senior Vice President S. Page Todd Executive Vice President, 10,000 Secretary, General Counsel, and Chief Compliance Officer Jeffrey S. Stubbs Executive Vice President and Chief 10,000 Operating Officer - Movie Gallery US, Inc. Mark S. Loyd Executive Vice President, Product 10,000 and Distribution and Chief Administrative Officer - Movie Gallery US, Inc. Keith A. Cousins Executive Vice President - 10,000 Development Thomas D. Johnson Senior Vice President - Corporate 5,000 Finance and Business Development Ivy M. Jernigan Senior Vice President and Chief 6,668 Financial Officer - Movie Gallery US, Inc.(1) Michelle Lewis Senior Vice President and 5,000 Treasurer - Movie Gallery US, Inc.(2) (1) At the time of grant, Ms. Jernigan was Senior Vice President and Chief Financial Officer of the Company. (2) At the time of grant, Ms. Lewis was Senior Vice President and Treasurer of the Company. These restricted shares will vest as to 25% of the shares on each of the first four anniversaries of the grant date, or earlier upon termination of the executive's employment due to death. The form of Restricted Stock Purchase Agreement used for these service-based vesting awards is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein. Also on March 25, 2005, the Company's non-employee directors, John J. Jump, James C. Lockwood and William B. Snow, each received a grant of 3,333 shares of restricted stock, 100% of which will vest one year from the date of grant. On June 9, 2005, Messrs. Jump, Lockwood and Snow also each received an additional grant of 3,000 shares of restricted stock, 100% of which will vest one year from the date of grant. The form of Restricted Stock Purchase Agreement for these non-employee director awards is filed as Exhibit 10.2 to this Form 8-K and incorporated by reference herein. On June 9, 2005, the following executive officers, each of whom joined the Company as a result of its acquisition of Hollywood Entertainment Corporation ("Hollywood") and became executive officers of the Company on June 22, 2005, received a grant of restricted stock: Number Name Title of Shares -------------------- ---------------------------------- ----------- Timothy R. Price Executive Vice President and Chief 10,000 Financial Officer Silvio D. Piccini Executive Vice President and Chief 10,000 Marketing Officer - Hollywood Lawrence E. Plotnick Executive Vice President and Chief 10,000 Operating Officer - Hollywood These restricted shares will vest as to 25% of the shares on each of the first four anniversaries of the grant date, or earlier upon termination of the executive's employment due to death. The form of Restricted Stock Purchase Agreement used for these service-based vesting awards is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein. Also on June 9, 2005, Mr. Malugen received a grant of 10,000 shares of restricted stock and Mr. Parrish received a grant of 3,000 shares of restricted stock. These restricted shares will vest upon the attainment of specific Company performance objectives relating to the integration of Hollywood by the end of the Company's 2005 fiscal year. The shares of restricted stock will vest in full upon the executive officer's death. The form of Restricted Stock Purchase Agreement for these one-year performance-based vesting awards is filed as Exhibit 10.3 to this Form 8-K and incorporated by reference herein. Also on this date, Messrs. Todd, Stubbs, Loyd, Cousins, and Johnson and Ms. Jernigan and Ms. Lewis each received a grant of 6,250 shares of restricted stock, and on September 22, 2005, Messrs. Price, Piccini and Plotnick each received a grant of 6,250 shares of restricted stock. With respect to these awards, 50% of the shares will vest upon the attainment of specific Company performance objectives relating to the integration of Hollywood by the end of the Company's 2005 fiscal year and 50% of the shares will vest upon the attainment of specific Company performance objectives relating to the integration of Hollywood by the end of the Company's 2006 fiscal year. The shares of restricted stock will vest in full upon the executive officer's death. The form of Restricted Stock Purchase Agreement used for these two-year performance-based vesting awards is filed as Exhibit 10.4 to this Form 8-K and incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 10.1 Form of Employee Restricted Stock Purchase Agreement (service- based vesting for employees) 10.2 Form of Non-Employee Director Restricted Stock Purchase Agreement (for non-employee directors) 10.3 Form of Employee Restricted Stock Purchase Agreement (one-year performance based vesting for employees) 10.4 Form of Employee Restricted Stock Purchase Agreement (two-year performance based vesting for employees) 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. MOVIE GALLERY, INC. Date: October 20, 2005 /S/ S. Page Todd ---------------------------- S. Page Todd Executive Vice President, Secretary, General Counsel and Chief Compliance Officer INDEX TO EXHIBITS 10.1 Form of Employee Restricted Stock Purchase Agreement (service- based vesting for employees) 10.2 Form of Non-Employee Director Restricted Stock Purchase Agreement (for non-employee directors) 10.3 Form of Employee Restricted Stock Purchase Agreement (one-year performance based vesting for employees) 10.4 Form of Employee Restricted Stock Purchase Agreement (two-year performance based vesting for employees)