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): |
October 4, 2006 |
THE MARCUS CORPORATION
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-12609
|
39-1139844
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125
|
| (Address of principal executive offices, including zip code) |
(414) 905-1000
|
| (Registrant’s telephone number, including area code) |
Not Applicable
|
| (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
October 4, 2006, the Board of Directors of The Marcus Corporation (the
“Company”) adopted a global amendment (the “Amendment”) to the
Company’s 1994 Nonemployee Director Stock Option Plan, 1995 Equity Incentive Plan and
2004 Equity Incentive Plan (together, the “Plans”). The Amendment addresses the
potential effect of new accounting rule FAS 123(R), which could cause the Company to
potentially recognize incremental compensation expense in the event outstanding equity
awards were adjusted to prevent dilution resulting from certain potential future capital
events, such as stock dividends or splits. The Amendment provides for the mandatory
application of the Plans’ discretionary anti-dilution provisions upon the occurrence
of certain defined capital events that would otherwise result in the dilution of the
intended benefits and rights of then outstanding stock options and other equity awards
under the Plans The Amendment does not represent a material change to the benefits or
rights accruing to current or future participants in the Plans or to the terms and
conditions of existing or future stock options or other equity awards under the Plans. The
Company is not currently contemplating any defined capital event. The Amendment is filed
as an exhibit hereto and is incorporated herein by reference.
In
connection with the adoption of the Amendment, the Board of Directors amended and restated
the Plans to incorporate the language of the Amendment. The amended and restated Plans are
filed as exhibits hereto and are incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(10.1) |
Global
Amendment to 1994 Nonemployee Director Stock Option Plan, 1995 Equity
Incentive Plan and 2004 Equity Incentive Plan of The Marcus
Corporation, dated October 4, 2006. |
| |
(10.2) |
The
Marcus Corporation 1994 Nonemployee Director Stock Option Plan, as amended and
restated. |
| |
(10.3) |
The
Marcus Corporation 1995 Equity Incentive Plan, as amended and restated. |
| |
(10.4) |
The
Marcus Corporation 2004 Equity Incentive Plan, as amended and restated. |
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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.
|
THE MARCUS CORPORATION |
Date: October 5, 2006 |
By: /s/ Douglas A. Neis |
|
Douglas A. Neis |
|
Chief Financial Officer and Treasurer |
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THE MARCUS CORPORATION
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
| (10.1) |
Global
Amendment to 1994 Nonemployee Director Stock Option Plan, 1995 Equity Incentive
Plan, and 2004 Equity Incentive Plan of The Marcus Corporation, dated October
4, 2006. |
| (10.2) |
The
Marcus Corporation 1994 Nonemployee Director Stock Option Plan, as amended and
restated. |
| (10.3) |
The
Marcus Corporation 1995 Equity Incentive Plan, as amended and restated. |
| (10.4) |
The
Marcus Corporation 2004 Equity Incentive Plan, as amended and restated. |
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