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): November 6, 2008
Morgan’s Foods, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Ohio
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1-08395
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34-0562210 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification Number) |
| Incorporation) |
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| 4829 Galaxy Parkway., Suite S, Cleveland, OH
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44128 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(216) 359-9000
(Registrant’s 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 registrant 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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Morgan’s Foods, Inc.
Current Report on Form 8-K
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain Officers
On November 6, 2008, the Company and the officers identified below entered into a Change in
Control Severance Agreement (the “CIC Agreement”). The CIC Agreement is a “double trigger”
agreement. In order for an officer to receive the payments and benefits set forth in the CIC
Agreement there first must occur both (i) a change in control in the Company, as defined in the CIC
Agreement, and (ii) a termination of the officer’s employment by the Company without cause, or a
voluntary termination by the officer for good reason (i.e., reduction in duties or pay) within two
years of the change in control or before the executive dies or becomes disabled. After the
triggering events, if the officer delivers a release to the Company, the officer will be paid in a
lump sum within 60 days from the separation of service equal to three times the officer’s annual
base compensation and three times the officer’s average annual bonus. In addition, the officer is
entitled to 18 months of continued health benefits. All payments will be made in compliance with
Section 409A of the Internal Revenue Code. If the officer is a “specified employee,” within the
meaning of Section 409A, a portion of the payments to officer
pursuant to the CIC Agreement shall be
delayed until six months following the separation from service with the Company. The Company has
entered into a separate CIC Agreement with each of the following officers: Leonard R. Stein-Sapir,
James J. Liguori, Kenneth L. Hignett, Barton J. Craig, Ramesh J. Gursahaney and Vincent J. Oddi
On November 6, 2008 the Company granted to the following officers a stock option to purchase
the number of shares set forth next to the officer’s name. The exercise price is $1.50 per share
which is equal to the fair market value of the Company’s common shares on November 6, 2008:
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Number of Option Shares |
Leonard R. Stein-Sapir
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21,344 |
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James J. Liguori
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21,344 |
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Kenneth L. Hignett
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21,333 |
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Barton J. Craig
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21,333 |
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Ramesh J. Gursahaney
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21,333 |
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Vincent J. Oddi
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21,333 |
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