UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 11, 2006
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Six Flags, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13703 13-3995059
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(Commission File Number) (IRS Employer Identification No.)
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
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(Address of Principal Executive Offices) (Zip Code)
(405) 475-2500
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(Registrant's Telephone Number, Including Area Code)
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(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 Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) On January 11, 2006, Paul Biddleman, Michael Gellert and Francois
Letaconnoux resigned from the Board of Directors (the "Board") of Six Flags,
Inc. (the "Company").
On January 18, 2006, Michael Kassan resigned from the Board.
(d) On January 11, 2006, the Board unanimously voted to add C.E. Andrews, Mark
Jennings and David Pauken as directors (the "New Directors"). The New Directors
are "continuing directors" under the Company's indentures and other change of
control provisions.
The Board has made the following committee assignments: (i) Harvey
Weinstein, Dave Pauken and Mark Jennings to be on the Compensation Committee;
(ii) Mark Jennings, Jack Kemp and Dwight Schar to be on the Nominating and
Corporate Governance Committee; (iii) C.E. Andrews and Dave Pauken to be on the
Audit Committee and (iv) Robert McGuire, Daniel Snyder and Mark Shapiro to be on
the Executive Committee. It is expected that Robert McGuire will also be
appointed to the Audit Committee.
A copy of the press release, dated January 12, 2006, issued by the Company
announcing the election of the New Directors to the Board and the resignations
of Messrs. Biddleman, Gellert and Letaconnoux is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On January 11, 2006, in connection with the appointment of the New
Directors to the Board, the Board unanimously adopted a resolution amending the
first sentence of Section 4.1 of the Company's bylaws, which previously provided
that the Board shall consist of 10 directors, to read as follows:
"Section 4.1. The property and business of the Company shall be managed by
its Board of Directors, consisting of thirteen (13) directors or such
other number of directors as may be fixed from time to time by resolution
of the entire Board."
On January 11, 2006, the Board also unanimously adopted a resolution
amending Section 6.1 of the Company's bylaws, which had previously provided that
directors may only receive a fixed sum and expenses related to attending
meetings, to read as follows:
"Section 6.1. For his services as director of the Company, each director,
other than officers and employees of the Company, may receive such
compensation per annum as shall be determined from time to time by the
Board, plus an amount for each regular or special meeting of the Board.
Chairmen of the Board's committees and the Lead Independent Director may
receive an additional fee. Directors who would otherwise not be present in
the city where the meetings of the Board, or committee of the Board, are
held may be allowed such reasonable traveling expenses as are incurred by
them in connection with attending any such meeting."
The amendments became effective upon their adoption by the Board.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.1 Text of Amendments to the Bylaws.
99.1 Press Release of Six Flags, Inc., dated January 12, 2006.
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.
SIX FLAGS, INC.
By: /s/ Mark Shapiro
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Name: Mark Shapiro
Title: President & Chief Executive
Officer
Date: January 18, 2006
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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3.1 Text of Amendments to the Bylaws. E
99.1 Press Release of Six Flags, Inc., dated E
January 12, 2006.