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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
NOVEMBER 28, 2006
COMMISSION FILE NUMBER: 001-33084
SUSSER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 01-0864257
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4433 BALDWIN BOULEVARD
CORPUS CHRISTI, TEXAS 78408
(Address of principal executive offices, including zip codes)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (361) 884-2463
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17CFR
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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 28, 2006, Susser Holdings Corporation (the "Company")
appointed Ronald David Coben, age 49, to serve as Executive Vice President and
Chief Marketing Officer of the Company.
Prior to joining the Company, Mr. Coben was the president of Think So,
LLC, a marketing and business process consulting firm serving financial
institutions and non-banking entities, which provided consulting services to the
Company from September 2005 through October 2006. From 2001 to 2005, Mr. Coben
served as President, and from 2002-2005, as Chief Executive Officer, of
MessagePro, Inc., a nationwide provider of call center services for businesses
and governments based in Houston, Texas. Prior to joining MessagePro in 2001,
Mr. Coben held various management positions in consumer and business banking for
Bank United Corp., and, after its acquisition in February 2001, Washington
Mutual, Inc. Mr. Coben holds a bachelor of business administration degree from
the University of Texas at Austin. Mr. Coben currently serves on the board of
directors of Cardtronics, Inc., an owner and operator of automated teller
machine networks in the United States and United Kingdom.
In connection with his appointment, Mr. Coben has entered into an
Employment Agreement with the Company, dated November 28, 2006 (the "Employment
Agreement"), which provides that, among other things, Mr. Coben will serve as
Executive Vice President and Chief Marketing Officer through November 28, 2008
and his term of employment shall be automatically extended for one year periods
thereafter unless 30 days prior written notice is given by Mr. Coben or Sam L.
Susser, the chief executive officer of the Company. Under the Employment
Agreement, Mr. Coben receives a base salary of $300,000 per year and is eligible
to receive an annual bonus with a target amount of 33% of base salary upon the
achievement of annual performance targets established by the compensation
committee of the Company's board of directors in consultation with the chief
executive officer. Mr. Coben will be entitled to guaranteed bonuses of $25,000
for fiscal year 2006 and $100,000 for fiscal year 2007. If Mr. Coben terminates
his employment for good reason, he is entitled to two times his then base salary
paid out in five installments over two years, plus any earned and accrued but
unpaid bonus and any accrued vacation pay, 24 months of health insurance
coverage for him and his family, and the reimbursement of any expenses. If the
Company terminates Mr. Coben's employment with cause (or if Mr. Coben terminates
his employment without good reason), he is entitled to his salary and vacation
pay accrued through the effective date of termination and the reimbursement of
any expenses. Mr. Coben is also entitled to various "gross-up" payments for
certain excise taxes he may incur in connection with his compensation or any
severance payments.
On November 28, 2006, Susser Holdings Corporation issued a press
release announcing the appointment of Mr. Coben as Executive Vice President and
Chief Marketing Officer. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
The following exhibits are filed herewith:
Exhibit Number Exhibit Description
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10.1 Employment Agreement between Susser Holdings
Corporation and Ronald David Coben, dated November
28, 2006.
99.1 Press Release of Susser Holdings Corporation, dated
November 28, 2006.
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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.
SUSSER HOLDINGS CORPORATION
Date: November 28, 2006 By: /s/ E. V. Bonner, Jr.
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Name: E.V. Bonner, Jr.
Title: Executive Vice President,
Secretary and General
Counsel
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