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): August 14, 2008
| Silverleaf Resorts, Inc. |
| (Exact name of registrant as specified in its charter) |
| | |
| Texas |
| (State or other jurisdiction of incorporation) |
| |
| 1-13003 | 75-2259890 |
| (Commission File Number) | (IRS Employer Identification Number) |
| | |
| | |
| 1221 River Bend Drive, Suite 120, Dallas, Texas | 75247 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| 214-631-1166 |
| (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 (see General Instruction A.2. below):
| £ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 14, 2008, the Compensation Committee of the Board of Directors of Silverleaf Resorts, Inc. (the “Registrant”) granted an aggregate of 1,925,000 stock options to the independent directors and certain key employees of the Registrant, including the Registrant’s principal financial officer and the Named Executive Officers listed below. Of the 1,925,000 stock options granted, 300,000 were nonqualified options granted to four independent directors (75,000 each) and 1,625,000 were incentive stock options granted to certain officers and key employees. The stock options are exercisable at an exercise price of $1.895 per share, which is the average of the high and low quotations at which the Registrant’s shares were sold on the Nasdaq Capital Market on the day of the grant. The options granted to officers and key employees will vest in equal increments over a five-year period. The options granted to independent directors will vest in equal increments over a four-year period. The options were granted under the Registrant’s 2008 Stock Option Plan which was approved by the shareholders of the Registrant at a special meeting of shareholders held on July 29, 2008.
The incentive stock options granted to the Registrant’s principal financial officer and the Named Executive Officers on August 14, 2008 are as follows:
| Officer | | Title | | Options Granted |
| Sharon K. Brayfield | | President | | 175,000 |
| Robert M. Sinnott | | Chief Financial Officer | | 175,000 |
| Harry J. White, Jr. | | Vice President--Treasurer | | 175,000 |
| David T. O’Connor | | Executive Vice President--Sales | | 175,000 |
| Thomas J. Morris | | Executive Vice President--Capital Markets & Strategic Planning | | 175,000 |
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | | Description of Exhibit |
| *10.1 | | Form of Incentive Option Agreement for the Registrant’s 2008 Stock Option Plan. |
| *10.2 | | Form of Nonqualified Option Agreement for the Registrant’s 2008 Stock Option Plan. |
_____________
* filed herewith
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 hereunto duly authorized.
| DATE: August 15, 2008 | SILVERLEAF RESORTS, INC. |
| | | | |
| | | By: | /S/ ROBERT M. SINNOTT |
| | | Name: | Robert M. Sinnott |
| | | Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description of Exhibit |
| | Form of Incentive Option Agreement for the Registrant’s 2008 Stock Option Plan. |
| | Form of Nonqualified Option Agreement for the Registrant’s 2008 Stock Option Plan. |
