UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
April 1, 2005
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CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
Kansas 0-15782 48-0905805
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
4441 West Airport Freeway
Irving, Texas 75062
(Address of principal executive offices
and zip code)
(972) 258-8507
(Registrant's telephone
number, including area code)
N/A
(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: Corporate Governance and Management.
On March 29, 2005, Richard M. Frank entered into a new employment agreement with
the Company, as Chief Executive Officer, providing for a 5 year term commencing
on January 1, 2006, which agreement will be effective on the expiration of his
current employment agreement. The new employment agreement provides for a base
salary of $1,200,000, a cash bonus, payable annually, if earned, based upon the
achievement of corporate objectives pursuant to the Company's Incentive Bonus
Plan, acknowledges the option to purchase 150,000 shares of the Company's Common
Stock issued on March 4, 2005, pursuant to the Company's 1997 Non-Statutory
Stock Option Plan, and such additional benefits and/or compensation as may be
determined by the Compensation Committee. Per the new employment agreement, Mr.
Frank may also receive options to purchase additional shares of the Company's
Common Stock issued pursuant to the Company's 1997 Non-Statutory Stock Option
Plan and grants of restricted stock awards pursuant to the Company's 2004
Restricted Stock Plan in such amounts and at such times as determined by the
Compensation Committee.
On March 29, 2005, Michael H. Magusiak entered into a new employment agreement
with the Company, as President, providing for a 5 year term commencing on
January 1, 2006, which agreement will be effective on the expiration of his
current employment agreement. The new employment agreement provides for a base
salary of $550,000, a cash bonus, payable annually, if earned, based upon the
achievement of corporate objectives pursuant to the Company's Incentive Bonus
Plan, acknowledges the option to purchase 125,000 shares of the Company's Common
Stock issued on March 4, 2005, pursuant to the Company's 1997 Non-Statutory
Stock Option Plan, and such additional benefits and/or compensation as may be
determined by the Compensation Committee. Per the new employment agreement, Mr.
Magusiak may also receive options to purchase additional shares of the Company's
Common Stock issued pursuant to the Company's 1997 Non-Statutory Stock Option
Plan and grants of restricted stock awards pursuant to the Company's 2004
Restricted Stock Plan in such amounts and at such times as determined by the
Compensation Committee.
(c) Exhibits
10(a) 2005 Employment Agreement dated March 29, 2005, between the Company
and Richard M. Frank.
10(b) 2005 Employment Agreement dated March 29, 2005, between the Company
and Michael H. Magusiak.
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.
CEC ENTERTAINMENT, INC.
Date: April 1, 2005 By: /s/ Christopher D. Morris
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Christopher D. Morris
Senior Vice President, Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10(a) 2005 Employment Agreement dated March 29, 2005, between the Company and
Richard M. Frank.
10(b) 2005 Employment Agreement dated March 29, 2005, between the Company and
Michael H. Magusiak.