- Current report filing (8-K)
December 22 2008 - 4:18PM
Edgar (US Regulatory)
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 reported):
December
17, 2008
BJ’S
RESTAURANTS, INC
.
(Exact
name of registrant as specified in its charter)
California
|
0-21423
|
33-0485615
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
7755 Center Avenue
Suite 300
Huntington Beach, California
|
92647
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s
telephone number, including area code:
(714)
500-2400
(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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) Pursuant to the terms of the Separation Agreement described
below, effective December 30, 2008, Paul Motenko and Jeremiah J.
Hennessy resigned from their positions as directors and officers of BJ's
Restaurants, Inc..
(c) Effective December 17, 2008, BJ's Restaurants entered into a
Separation Agreement and General Release with each of and Paul Motenko
and Jeremiah J. Hennessy (the "Separation Agreements") pursuant to which
each of Mr. Motenko and Mr. Hennessy agreed that their respective
employment with BJ's Restaurants would terminate effective December 30,
2008 and that, simultaneously with such termination, each would resign
and cease to serve as a director and officer of BJ's Restaurants and its
subsidiaries. The terms of the Separation Agreements for each of Mr.
Motenko and Mr. Hennessey are identical in all material respects and the
following is brief summary of the material terms of these Separation
Agreements:
Termination Payments
. BJ's Restaurants will pay each of Mr.
Motenko and Mr. Hennessy an amount equal to the $349,562 in base salary
to which they were entitled pursuant to the terms of their Amended and
Restated Employment Agreements through the end of 2009. Such payments
will be made in 26 bi-weekly installments in accordance with the
Company's payroll practices.
Continuation of Group Health Benefits
. BJ's Restaurants shall
reimburse each of Mr. Motenko and Mr. Hennessy for a period of 18 months
for the cost of premiums to maintain health insurance coverage in effect
for each of them and their respective dependents. The current cost of
coverage for each executive is $13,457 per annum and BJ's Restaurants'
reimbursement obligations shall increase in the event the cost of
maintaining the existing health insurance coverage is increased by the
insurer, subject to a maximum increase of 15% during the 18-month
reimbursement period
Options
. Each of Mr. Motenko and Mr. Hennessy currently has
options to purchase up to 85,000 shares of BJ's Restaurants common stock
at an exercise price of $19.38 per share. Pursuant to their Separation
Agreements, effective as of the termination date of their employment,
all of these options shall accelerate and vest in full and shall
continue to be exercisable until December 31, 2009.
Officers and Directors Insurance.
For a period of at
least five years following the termination date of their employment,
BJ's Restaurants shall continue to provide coverage to Mr. Motenko and
Mr. Hennessy under any directors and officers liability insurance
maintained by BJ's Restaurants in accordance with its usual and
customary insurance practice.
Releases.
The Separation Agreements contain customary
releases by each of Mr. Motenko and Mr. Hennessy and by BJ's Restaurants
with respect to any and all claims either party may have had against the
other party arising out of the service of Mr. Motenko and Mr. Hennessy
as officers and directors of BJ's Restaurants.
Covenants
. The Separation Agreement provides for continuation of
the confidentiality, non-disparagement and two (2) year non-solicitation
covenants that were contained in Mr. Motenko and Mr. Hennessy's Amended
and Restated Employment Agreements. However, BJ's Restaurants agreed to
release Mr. Motenko and Mr. Hennessy from the non-competition covenants
that were included in their respective Amended and Restated Employment
Agreements.
Item
8.01 Other Events.
On December 22, 2008, BJ's Restaurants issued a press release relating
to the resignation of Paul Motenko and Jeremiah J. Hennessy as directors
and officers of BJ's Restaurants and its subsidiaries. A copy of the
news release is attached as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release, dated December 22, 2008, announcing the resignation
of Paul Motenko and Jeremiah J. Hennessy as officers and directors
of the Company.
|
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.
|
BJ’S RESTAURANTS, INC.
|
December 22, 2008
|
(Registrant)
|
|
|
|
By:
|
/s/ GERALD W. DEITCHLE
|
|
|
|
Gerald W. Deitchle
|
|
|
|
Chief Executive Officer, President and Chairman
|
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release, dated December 22, 2008, announcing the resignation
of Paul Motenko and Jeremiah J. Hennessy as officers and directors
of the Company.
|
4
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