form8k31708.htm
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): March 12, 2008
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THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
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INDIANA
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0-8445
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37-0684070
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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| |
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36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana
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46204
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (317)
633-4100
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Following
the annual
meeting of shareholders of The Steak n Shake Company (the "Company"), the
Company announced several changes in its management structure.
On
March 12, 2008,
the Company's Board of Directors elected Wayne Kelley Interim Chief Executive
Officer and Chairman of the Board. Mr. Kelley will receive an
annual base salary of $200,000 and is ineligible for bonus
and equity compensation. He will also receive reimbursement for
up to $15,000 of living expenses covering a period of six months.
The
Board of Directors also appointed Jeffrey Blade, Executive Vice President,
Chief
Financial and Administrative Officer, to the additional position of Interim
President. Mr. Blade's annual salary was increased to $350,000. In
addition to the severance compensation he is entitled
to receive under the terms of a pre-existing agreement, he will
also receive a lump sum payment of $150,000 on the earliest of the following
occurrences:
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●
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On
the date the Board appoints him
to be permanent President and
CEO;
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●
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60
days after the Board appoints
another person to be permanent President and CEO, if he is employed
at
that time; or
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●
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On
the date he is terminated for
any reason except Cause or Good Reason (as defined in a pre-existing
agreement).
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Alan
Gilman, former
Chairman of the Board, Interim President and Chief Executive Officer, was
not
reelected to the Board of Directors, and his employment with the Company
was terminated effective March 12, 2008. Mr. Gilman will receive
a severance payment equal to nine months of pay at an annual base salary
of
$500,000 in accordance with a pre-existing agreement.
There
have
been no transactions and there are no currently proposed transactions in
which
the Company was or is to be a participant and in which Mr. Kelley had or
will have a direct or indirect material interest that requires disclosure
pursuant to Item 404(a) of Regulation S-K. There is no plan, contract
or arrangement to which Mr. Kelley is a party or in which he participates
that was or will be entered into, or any material amendment to such a plan,
contract or arrangement, in connection with Mr. Kelley's appointment as
Interim Chairman and Chief Executive
Officer.
A
copy of the
Company's press release announcing the above referenced management
changes is attached hereto as Exhibit 99.1, and the information contained
therein is incorporated herein by reference as part of this
item.
Item
7.01. Regulation FD Disclosure.
As
previously disclosed, in July 2007, the Board of Directors appointed the Special
Committee of independent directors to evaluate opportunities by which the
Company could
maximize shareholder value. In
October
2007, the Special Committee instituted a process to determine if shareholder
value could be enhanced through a sale of the Company. Twenty parties
executed confidentiality agreements with the Company and a number of these
parties conducted various levels of due diligence investigations of the
Company. However, none of the offers received in the process
reflected what the committee or Board believed was the full underlying value
of
the Company.
Effective
March 12,
2008, the Company's Board of Directors disbanded the Special Committee.
The Company continues to focus on
its turnaround plan and hiring a
permanent Chief Executive Officer. The Company will, however,
continue to evaluate opportunities to enhance shareholder value, including
a
potential sale of the Company.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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| 99.1 |
Press
Release, dated March 13, 2008, issued by 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 thereunto
duly
authorized.
THE
STEAK N SHAKE
COMPANY
By:
/s/
Jeffrey A.
Blade
Jeffrey
A. Blade,
Interim
President, Chief Financial & Administrative Officer
Dated: March
17, 2008