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)
May 9, 2006
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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 8.01: Other Events
Upon approval of the proposed amendment to CEC Entertainment, Inc.'s 2004
Restricted Stock Plan at the 2006 Annual Meeting of Stockholders, which
amendment increases the number of shares of common stock that may be issued to
employees under the 2004 Restricted Stock Plan from 500,000 to 1,000,000, the
Company will discontinue issuing stock options to its employees pursuant to the
Company's 1997 Non-Statutory Option Plan. Since January 1, 2006, the Company has
not issued any options under the 1997 Non-Statutory Option Plan to its
employees. As of this date, there are 1,991,783 options available for grant
under the 1997 Non-Statutory Option Plan.
In addition, it is the intention of the Board of Directors that for the next
three fiscal years (commencing on January 1, 2006) it will not grant a number of
shares subject to options, restricted stock and all other award types to
employees or non-employee directors greater than an average of 3.31% of the
number of shares of our common stock that we believe will be outstanding over
such three year period. For purposes of calculating the number of shares granted
in a year, stock awards will count as equivalent to two option shares.
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: May 9, 2006 By:
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Christopher D. Morris
Executive Vice President
Chief Financial Officer