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) September 26, 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.)
1540 Broadway; 15th Floor
New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
(212) 652-9403
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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 1.01 Entry into a Material Definitive Agreement.
On September 26, 2006, Six Flags, Inc. (the "Company") entered into an
employment agreement (the "Agreement") with Mark Shapiro, President and Chief
Executive Officer of the Company. The Agreement will terminate on December 31,
2009, subject to Mr. Shapiro's right to extend the Agreement for two one-year
periods and subject further to earlier termination in accordance with the
Agreement. The Agreement incorporates the compensation terms previously
disclosed by the Company on the Form 8-K filed on January 23, 2006, which terms
are incorporated herein by reference, except as described below. In addition to
such terms, the Agreement provides that Mr. Shapiro will receive a base salary
of $1.3 million commencing on January 1, 2007. The Agreement also provides that
(i) Mr. Shapiro will have a target bonus of $1.3 million rather than $1.0
million as previously disclosed; (ii) a maximum bonus set at $2.6 million rather
than 200% of base salary as previously disclosed and (iii) 50% of the restricted
shares granted to Mr. Shapiro will vest on each of the third and fourth
anniversaries of the date of grant rather than 100% on the third anniversary of
the date of grant as previously disclosed.
If Mr. Shapiro's employment is terminated without Cause or for Good
Reason, as such terms are defined in the Agreement, then Mr. Shapiro will be
entitled to receive (i) a lump sum cash severance payment equal to the unpaid
balance of his annual salary and annual bonuses he would have been paid for the
remainder of his term, but in no event less than three times the sum of Mr.
Shapiro's annual salary and annual bonus, based on the highest salary in effect
at any time during his employment and the bonus he earned during the year prior
to the termination; (ii) his unpaid base salary through the date of termination
and any earned but unpaid bonus plus a lump sum cash amount equal to his target
bonus for the year terminated on a pro rated basis; (iii) any benefits due under
any employee benefit plan and any payments due under the terms of any Company
program, arrangement or agreement, excluding any severance program or policy;
(iv) continued benefits for three years; (v) payment of any expenses owed to
him; (vi) full vesting of all previously granted stock options and restricted
stock regardless of whether the time or performance requirements have been
satisfied and (vii) gross-up payments for any excise taxes incurred on payments
in excess of a specified threshold.
The Agreement also contains a confidentiality provision and a one-year
non-compete agreement. A copy of the Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
On September 26, 2006, in connection with the Agreement, the Company also
entered into stock option and restricted stock award agreements with Mr. Shapiro
for the equity grants previously disclosed by the Company on the Form 8-K filed
on January 23, 2006. The award agreements incorporate both the previously
disclosed pricing terms of the awards as well as the terms of the Agreement that
are applicable to the awards. Such award agreements are attached hereto as
Exhibits 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement, dated as of September 26, 2006, by and
between Mark Shapiro and Six Flags, Inc.
10.2 Award Agreement for the Grant of Restricted Stock to Mark
Shapiro.
10.3 Award Agreement for the Grant of $12 Share Price Stock Option to
Mark Shapiro.
10.4 Award Agreement for the Grant of $15 Share Price Stock Option to
Mark Shapiro.
10.5 Award Agreement for the Grant of Noncontingent Stock Option to
Mark Shapiro.
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/ James M. Coughlin
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Name: James M. Coughlin
Title: General Counsel
Date: October 2, 2006
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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10.1 Employment Agreement, dated as of September E
26, 2006, by and between Mark Shapiro and Six
Flags, Inc.
10.2 Award Agreement for the Grant of Restricted E
Stock to Mark Shapiro.
10.3 Award Agreement for the Grant of $12 Share E
Price Stock Option to Mark Shapiro.
10.4 Award Agreement for the Grant of $15 Share E
Price Stock Option to Mark Shapiro.
10.5 Award Agreement for the Grant of Noncontingent E
Stock Option to Mark Shapiro.