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: December 15, 2006
(Date
of
earliest event reported)
NATHAN'S
FAMOUS,
INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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1-3189
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11-3166443
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(State
of Incorporation)
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(Commission
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(I.R.S.
Employer
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File
Number)
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Identification
No.)
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1400
Old
Country Road, Westbury, New York |
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11590
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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 |
(516)
338-8500 |
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N/A
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(Former
name or former address, if changed since
last report.)
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Item
1.01 Entry Into Material Definitive Agreement.
As
previously reported in the Nathan’s Famous, Inc. (the “Company”) Form 8-K dated
November 1, 2006, Howard M. Lorber was appointed as Executive Chairman of the
Board of the Company, effective January 1, 2007 and Eric Gatoff was appointed
as
Chief Executive Officer of the Company effective January 1, 2007.
In
connection with the foregoing, on December 15, 2006, the Company entered into
an
employment agreement with Mr. Howard Lorber (the “Lorber Employment Agreement”)
pursuant to which Mr. Lorber will be appointed as Executive Chairman of the
Board of the Company effective January 1, 2007 and an employment agreement
with
Mr. Eric Gatoff (the “Gatoff Employment Agreement”) pursuant to which Mr. Gatoff
will be appointed as Chief Executive Officer effective January 1, 2007. The
Lorber Employment Agreement supercedes Mr. Lorber’s existing
employment agreement.
Under
the
terms of the Lorber Employment Agreement, Mr. Lorber will serve as Executive
Chairman of the Board from January 1, 2007 until December 31, 2012, unless
his
employment is terminated in accordance with the terms of the Lorber Employment
Agreement. Pursuant to the Lorber Employment Agreement, Mr. Lorber will receive
a base salary of $400,000, and will not receive a contractual bonus; provided
that, for the fiscal year ending March 25, 2007, Mr. Lorber will be entitled
to
receive a pro rata portion of the bonus payable to him under his existing
agreement. The Lorber Employment Agreement will further provide for a three-year
consulting period after the termination of employment during which Mr. Lorber
will receive a consulting fee of $200,000 per year in exchange for his agreement
to provide no less than 30 days of consulting services. The Lorber Employment
Agreement will also provide Mr. Lorber the right to participate in employment
benefits offered to other Nathan’s executives. During and after the contract
term, Mr. Lorber is subject to certain confidentiality, non-solicitation and
non-competition provisions in favor of the Company.
In
the
event that Mr. Lorber’s employment is terminated without cause, he will be
entitled to receive his salary and bonus for the remainder of the contract
term.
The Lorber Employment Agreement will further provide that in the event there
is
a change in control, as defined in the agreement, Mr. Lorber will have the
option, exercisable within one year after such event, to terminate his
employment agreement. Upon such termination, will have the right to receive
a
lump sum cash payment equal to the greater of (A) his salary and annual bonuses
for the remainder of the employment term (including a prorated bonus for any
partial fiscal year), which bonus shall be equal to the average of the annual
bonuses awarded to him during the three fiscal years preceding the fiscal year
of termination; or (B) 2.99 times his salary and annual bonus for the fiscal
year immediately preceding the fiscal year of termination, as well as a lump
sum
cash payment equal to the difference between the exercise price of any
exercisable options having an exercise price of less than the then current
market price of our common stock and such then current market price. In
addition, the Company will provide Mr. Lorber with a tax gross-up payment to
cover any excise tax due. In the event of termination due to Mr. Lorber’s death
or disability, he is entitled to receive an amount equal to his salary and
annual bonuses for a three-year period, which bonus shall be equal to the
average of the annual bonuses awarded to him during the three fiscal years
preceding the fiscal year of termination.
Under
the
terms of the Gatoff Employment Agreement, Mr. Gatoff has agreed to serve as
Chief Executive Officer effective from January 1, 2007 until December 31, 2008,
which period shall extend for additional one-year periods unless either party
delivers notice of non-renewal no less than 180 days prior to the end of the
term then in effect. Pursuant to the agreement, Mr. Gatoff will receive a base
salary of $225,000 and an annual bonus equal in an amount of up to 100% of
his
base salary, depending upon the Company’s achievement of performance goals
established and agreed to by the Compensation Committee and Mr. Gatoff for
each
fiscal year during the employment term, provided that the bonus payable to
Mr.
Gatoff for the fiscal year ending March 25, 2007 is to be determined by the
Compensation Committee in its discretion, based on Mr. Gatoff’s status as Vice
President and Corporate Counsel through December 31, 2006 and provided, further,
that Mr. Gatoff will be entitled to a minimum bonus of 50% of his base salary
for the first two years of the Gatoff Employment Agreement. The agreement will
further provide for an automobile allowance in the amount provided to other
executive officers, currently $1,250 per month, and the right of Mr. Gatoff
to
participate in employment benefits offered to other Nathan’s executives. During
and after the contract term, Mr. Gatoff is subject to certain confidentiality,
non-solicitation and non-competition provisions in favor of the Company.
In
the
event that Mr. Gatoff’s employment is terminated without cause, he will be
entitled to receive his salary for the remainder of the contract term. The
Gatoff Employment Agreement will further provide that in the event there is
a
change in control, as defined in the agreement, Mr. Gatoff will have the option,
exercisable within one year after such event, to terminate his employment
agreement. Upon such termination, he will have the right to receive a lump
sum
cash payment equal to his salary and annual bonus for a one-year period in
an
amount equal to the bonus paid or payable to Mr. Gatoff for the for
the
most recently completed fiscal year.
In the
event of termination due to Mr. Gatoff’s death or disability, he will be
entitled to receive an amount equal to his salary and annual bonus for the
balance of the contract term, which bonus shall be equal to the minimum bonus
of
50% of his base compensation in the event of such a termination during the
initial two-year term and the amount of the bonus paid or payable to the
Executive for the preceding fiscal year in the event of such termination during
any renewal term.
Item
9.01 Financial
Statements and Exhibits.
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(c) |
10.1
Employment Agreement between Nathan’s Famous, Inc. and Howard M. Lorber
dated as of December 15, 2006
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10.2 Employment Agreement between Nathan’s
Famous, Inc. and Eric Gatoff dated as of December 15,
2006 |
SIGNATURE
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,
thereunder duly authorized.
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NATHAN'S
FAMOUS,
INC. |
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By: |
/s/ Wayne
Norbitz |
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Wayne
Norbitz |
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President
and
Chief Operating Officer |
Dated:
December 18, 2006