Current Report Filing (8-k)
July 05 2018 - 4:10PM
Edgar (US Regulatory)
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
July 1, 2018
Date
of report (date of earliest event reported
The Habit
Restaurants, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36749
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36-4791171
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(State or other jurisdictions
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Nos.)
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17320 Red Hill Avenue, Suite 140
Irvine, CA 92614
(Address
of principal executive offices) (Zip Code)
(949)
851-8881
(Registrants 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 registrants under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 1, 2018, The Habit Restaurants, Inc. (Habit) and The Habit Restaurants, LLC (Habit LLC and collectively
with Habit, the Company), entered into amended and restated employment agreements with Russ Bendel, the Companys President and Chief Executive Officer, Ira Fils, the Companys Chief Financial Officer and Anthony Serritella,
the Companys Chief Operating Officer (each, an Executive and collectively, the Executives), in each case to be effective on July 1, 2018 (the Amendment Date). Unless terminated earlier in accordance
with their terms, the new agreements will continue until the third anniversary of the Amendment Date, subject to automatic renewal for additional
one-year
periods at the end of the then current term unless
notice of
non-renewal
is given in accordance with the terms of the agreements. Mr. Bendels agreement provides for an annual base salary of $760,000, Mr. Fils agreement provides for an
annual base salary of $445,000 and Mr. Serritellas agreement provides for an annual base salary of $316,680. The Executives are also eligible to earn an annual bonus expressed as a target percentage of their respective base salaries (35%
for Mr. Bendel; 30% for Mr. Fils; and 25% for Mr. Serritella), subject to achievement of objectives established by the board of directors of Habit. In addition, the Executives will be provided with a monthly car expense allowance and
are eligible to participate in those benefit plans of the Company that are available to similarly situated Company service providers.
Under the agreements, upon a termination of employment without cause (as defined in the agreements) or a voluntary termination of employment
for good reason (as defined in the agreements) prior to the end of the term, each Executive is entitled to continued payment of his base salary for a period of 12 months (6 months in the case of Mr. Serritella) following such termination of
employment; payment of his COBRA premiums for a period of 12 months (6 months in the case of Mr. Serritella) following such termination of employment; payment of a
pro-rated
bonus under terms specified in
the agreement; and acceleration of any unvested Company equity subject solely to time-based vesting conditions that is scheduled to vest in the
12-month
period (6 month period in the case of
Mr. Serritella) immediately following the date of termination (partial equity acceleration). Upon termination of employment during the term due to death or disability, each Executive would be entitled to partial equity acceleration
and payment of a
pro-rated
bonus under terms specified in the agreement. During the term of the agreement, if an Executive terminates employment voluntarily (other than for good reason), he would be entitled
to receive only accrued but unpaid pay and benefits and reimbursement for unpaid business expenses.
Notwithstanding the foregoing, if,
during the
24-month
period following a change of control of Habit, the Executives employment were to terminate by reason of an involuntary termination without cause or a voluntary termination for good
reason (as defined in the agreements), the Executives would each be entitled to receive 1.5 times (1.0 times in the case of Mr. Serritella) the sum of his respective annual base salary; a
pro-rated
bonus
for the year of termination together with his respective target bonus for the year of termination; continued health benefits for 18 months (12 months in the case of Serritella), with such salary, bonus and benefits amounts generally being payable in
a lump sum; and full acceleration of any unvested Company equity.
Under the agreements, the Executives have agreed to post-employment
undertakings regarding
non-competition
and
non-solicitation
for 24 months (18 months in the case of Mr. Serritella) and restrictions with respect to disclosure of
the Companys confidential information. All severance amounts and any acceleration of unvested Company equity are expressly conditioned upon the Executives continued compliance with these post-employment undertakings and the execution and
return of a release of claims in favor of the Company.
The descriptions of the agreements set forth above do not purport to be complete
and are qualified in their entirety by reference to the full text of the agreements, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Form
8-K
and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Amended and Restated Employment Agreement, effective as of July 1, 2018, by and between The Habit Restaurants, LLC, The Habit Restaurants, Inc. and Russell Bendel
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10.2
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Amended and Restated Employment Agreement, effective as of July 1, 2018, by and between The Habit Restaurants, LLC, The Habit Restaurants, Inc. and Ira Fils
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10.3
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Amended and Restated Employment Agreement, effective as of July 1, 2018, by and between The Habit Restaurants, LLC, The Habit Restaurants, Inc. and Anthony Serritella
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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.
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The Habit Restaurants, Inc.
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By:
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/s/ Ira Fils
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Ira Fils
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Chief Financial Officer and Secretary
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Date: July 5, 2018
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