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)
February 26, 2001
____________________________
SMART & FINAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-10811 95-4079584
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
600 The Citadel Drive, City of Commerce, California 90040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 869-7500
Form 8-K Page 1 of 4
Item 5. Other Events
Smart & Final Inc. (the "Company") Approves Program to Exchange Certain
Outstanding Options on Company Common Stock ("Options") for Restricted Shares of
Company Common Stock.
On November 27, 2000, the compensation committee of the Smart & Final
Inc. board of directors adopted a program for the voluntary exchange (the
"Exchange Program") of certain outstanding Options that were previously issued
to certain directors and employees under the Company's Stock Incentive Plan,
Non-Employee Director Stock Plan, and Long-Term Equity Compensation Plan
(collectively, the "Plans") and which Options have an exercise price of $14.00
or more per share, and in exchange for which Option holders would receive shares
of common stock which would be issued as "Restricted Stock" under the terms of
the Long-Term Equity Compensation Plan. The number of shares of Restricted Stock
to be issued to an individual Option holder under the Exchange Program will be
less than the number of Options exchanged, and has been determined by the
Company to be an equivalent value to the exchanged Options. The Exchange Program
was reviewed by the full board of directors and on December 7, 2000 the board
ratified the prior approval by the compensation committee and authorized the
Company to implement the Exchange Program with the eligible Option holders. Also
on December 7, 2000, six of the board members and certain executive officers
made irrevocable decisions to surrender certain Options pursuant to the Exchange
Program.
The Company is implementing the Exchange Program because it believes
that certain outstanding Options which have exercise prices that are
significantly in excess of the current market price are not achieving the
performance and employee retention purposes for which they were first granted.
The Exchange Program includes Options with exercise prices ranging from $14.00
to $23.63 per share. The New York Stock Exchange (NYSE) closing price of the
Company's common stock on November 24, 2000, the trading day immediately prior
to the date of approval of the Exchange Program by the compensation committee,
was $7.6875 per share. The NYSE closing price of the Company's common stock on
February 23, 2001 was $10.25 per share. The Company believes that the Exchange
Program will provide improved performance and retention incentives to employees
and thereby maximize shareholder value. However, neither the Company nor the
board of directors makes any recommendation as to whether eligible Option
holders should participate in the Exchange Program.
The Exchange Program is being offered to all employees: (a) who were
actively employed by the Company on November 27, 2000, (b) actively employed by
the Company on the date of their election under the Exchange Program, and (c)
selected for participation by our Compensation Committee of the Board of
Directors. Non-employee members of the Board of Directors as of November 27,
2000 may also participate on the same basis as other stock option holders.
All participants in the Exchange Program will receive Restricted Stock.
Restricted Stock issued to participants who hold eligible Options under the
Exchange Program covering, in the aggregate, less than 1,000 shares will vest
one year from the date of the participant's election under the Exchange Program;
and Restricted Stock issued to participants who hold eligible Options under the
Exchange Program covering, in the aggregate, 1,000 shares or more will vest
three years from the date of the participant's election under the Exchange
Program. In general, participants will forfeit Restricted Stock issued to their
account pursuant to the Exchange Program if they cease to be employed by the
Company before the vesting date. However, participants will not forfeit
Restricted Stock, and Restricted Stock issued under the Exchange Program will
vest, if their employment terminates in the event of their retirement or death,
or under a "change in control," all as defined in the Long-Term Equity
Compensation Plan. The Restricted Stock also may not be sold, transferred,
pledged, assigned, or otherwise alienated or
Form 8-K Page 2 of 4
hypothecated prior to its vesting. The participants will have all dividend and
other stockholder rights with respect to any unvested Restricted Stock received
under the Exchange Program.
The Restricted Stock issued under the Exchange Program will be issued
pursuant to the terms of the Long-Term Equity Compensation Plan. All Options
surrendered as a result of an election under the Exchange Program will be
canceled and the shares subject to the canceled Options will be returned to the
respective plan under which the canceled Options were first granted.
The Exchange Program will expire on March 9, 2001, at 5:00 p.m. local
time in Los Angeles, California, unless extended by the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Form of Participant Acknowledgement and Election Form;
99.2 Description of Exchange Program;
99.3 Form of Restricted Stock Agreement; and
99.4 Presentation to Participants entitled "Stock Option Exchange -
Voluntary Exchange of 'Stock Options' for 'Restricted 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.
Date: February 26, 2001 SMART & FINAL INC.
By: Donald G. Alvarado
_______________________________
Its: Senior Vice President and
_______________________________
General Counsel
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Form 8-K Page 3 of 4
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
99.1 Form of Participant Acknowledgement and Election Form;
99.2 Description of Exchange Program;
99.3 Form of Restricted Stock Agreement;
99.4 Presentation to Participants entitled "Stock Option Exchange -
Voluntary Exchange of 'Stock Options' for 'Restricted Shares'.
Form 8-K Page 4 of 4