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) April 9, 2009
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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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) On April 9, 2009, Six Flags, Inc. (the "Company") entered into new
employment agreements (the "Agreements") with Mark Shapiro, its President and
Chief Executive Officer, Jeffrey R. Speed, its Executive Vice President and
Chief Financial Officer, Louis Koskovolis, its Executive Vice President,
Corporate Alliances - Sponsorship, Mark Quenzel, its Executive Vice President,
Park Strategy and Management, Andrew M. Schleimer, its Executive Vice President,
Strategic Development and In-Park Services and Michael Antinoro, its Executive
Vice President, Entertainment and Marketing, which supersede and replace the
existing employment agreements with such individuals. The Agreements provide for
each executive's continued employment with the Company in his current position
during the four year period expiring on April 1, 2013, unless sooner terminated
by either party.
The Agreements provide for the following annual base salary and
target bonus amounts for the executives:
Base Salary ($) Target Bonus ($)
--------------- ----------------
Shapiro 1,300,000 1,300,000
Speed 775,000 100% (of Base Salary)
Koskovolis 650,000 500,000
Quenzel 500,000 500,000
Schleimer 500,000 400,000
Antinoro 400,000 500,000
The Agreements did not increase the rate of base salary for any of
the executives from their current levels. The maximum annual bonus Mr. Shapiro
may receive for any fiscal year is $2.6 million. The minimum annual bonus Mr.
Speed will receive for any fiscal year is $250,000. Bonuses will be determined
based upon the level of achievement of the following performance parameters:
Budgeted Adjusted EBITDA, Budgeted Free Cash Flow, Budgeted Attendance, Budgeted
In-Park Net Revenue Per Capita and Budgeted Sponsorship/Licensing Revenue (each
weighted 20% each), except that (i) 50% of Mr. Shapiro's bonus will be based on
the attainment of the Adjusted EBITDA target (with the remaining targets
weighted 12.5% each), and (ii) 50% of Mr. Koskovolis' bonus will be based on the
attainment of the Sponsorship Revenue target (with the remaining targets
weighted 12.5% each). No bonuses are payable if 90% of the Adjusted EBITDA
target is not obtained, except for Mr. Koskovolis, who will be entitled to 50%
of his bonus amount if the Sponsorship Revenue target is satisfied.
Upon the earlier of the closing of an exchange offer for the
Company's Senior Notes or the Company's emergence from a Chapter 11 bankruptcy
(a "Triggering Event"), the executives will be entitled to receive success
bonuses in the following amounts:
Success Bonus ($)
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Shapiro 3,000,000
Speed 750,000
Koskovolis 325,000
Quenzel 250,000
Schleimer 250,000
Antinoro 200,000
Success bonuses are payable in a lump sum cash payment within ten
business days of the Triggering Event, except that $1,000,000 of Mr. Shapiro's
success bonus will become payable on the first anniversary of the Triggering
Event (subject to his continued employment through such date) or, earlier, upon
the termination of Mr. Shapiro's employment without "cause," for "good reason,"
without "good reason" in connection with a "change in control" or "significant
change in board composition," or due to death or "disability" (as such terms are
defined in the Agreements).
In addition, upon the occurrence of a Triggering Event, the Company
shall grant stock options and restricted stock to the executives representing
the following percentages of the Company's then outstanding shares of common
stock:
Restricted Stock (%) Stock Option (%)
-------------------- ----------------
Shapiro 1.25 1.25
Speed 0.625 0.625
Koskovolis 0.375 0.375
Quenzel 0.375 0.375
Schleimer 0.375 0.375
Antinoro 0.375 0.375
The restricted stock will vest ratably over four years and the stock
options will cliff vest after four years, subject in each case to an executive's
continued employment through the applicable vesting date.
Severance will become payable under the Agreements upon termination
of an executive's employment without "cause" or for "good reason" during the
contract term. Mr. Shapiro would be entitled to receive, in addition to a
pro-rated target bonus, a lump sum cash amount equal to the greater of (a) the
sum of his base salary and target bonus for the remaining balance of the
contract term, or (b) three times the sum of his base salary and bonus
(calculated based on his annual bonus for the prior year). Mr. Speed would be
entitled to receive the greater of (a) the sum of his base salary and target
bonus for the remaining balance of the contract term, or (b) two times the sum
of his base salary and target bonus. Each other executive would receive an
amount equal to the sum of the executive's base salary for the remaining balance
of the contract term and the executive's annual bonus for the prior year. In
addition, each executive will receive twelve months (36 months for Mr. Shapiro)
of continued health and life insurance coverage and all outstanding stock
options and restricted stock will become fully vested (with stock options
generally remaining exercisable for the balance of their terms).
If Mr. Shapiro terminates his employment without "good reason"
during the 90 day period following a "significant change in board composition"
(i.e., the directors of the Company cease to hold a majority of seats on the
Board, plus two additional Board seats), in addition to a pro-rated target
bonus, Mr. Shapiro will be entitled to one-half of the severance payments and
benefits that he would receive upon a termination without "cause" (as specified
above) and full vesting of one-half of all unvested options and shares of
restricted stock previously granted to him. If Mr. Shapiro terminates his
employment without "good reason" during the 90 day period following a "change in
control," in addition to a pro-rated target bonus, Mr. Shapiro will be entitled
to the severance payments and benefits that he would receive upon a termination
without "cause" (as specified above). In addition, upon a "change in control"
all of Mr. Shapiro's outstanding stock options and restricted stock fully vest
(with continued exercisability of such stock options for the balance of their
terms, subject to certain limits).
Upon expiration of the contract term, Mr. Shapiro will be entitled
to receive an amount equal to (i) 18 months base salary, plus (ii) his annual
bonus for the prior fiscal year, and all of Mr. Shapiro's outstanding stock
options and restricted stock will fully vest (with continued exercisability of
such stock options for the balance of their terms, subject to certain limits).
In addition, upon expiration of the contract term, each executive will receive a
pro-rata target bonus for such year.
A copy of each of the Agreements is attached hereto as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement between Six Flags, Inc. and Mark Shapiro,
dated as of April 1, 2009
10.2 Employment Agreement between Six Flags, Inc. and Jeffrey R.
Speed, dated as of April 1, 2009
10.3 Employment Agreement between Six Flags, Inc. and Louis
Koskovolis, dated as of April 1, 2009
10.4 Employment Agreement between Six Flags, Inc. and Mark Quenzel,
dated as of April 1, 2009
10.5 Employment Agreement between Six Flags, Inc. and Andrew M.
Schleimer, dated as of April 1, 2009
10.6 Employment Agreement between Six Flags, Inc. and Michael
Antinoro, dated as of April 1, 2009
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: April 13, 2009
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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10.1 Employment Agreement between Six Flags, Inc. and E
Mark Shapiro, dated as of April 1, 2009
10.2 Employment Agreement between Six Flags, Inc. and E
Jeffrey R. Speed, dated as of April 1, 2009
10.3 Employment Agreement between Six Flags, Inc. and E
Louis Koskovolis, dated as of April 1, 2009
10.4 Employment Agreement between Six Flags, Inc. and E
Mark Quenzel, dated as of April 1, 2009
10.5 Employment Agreement between Six Flags, Inc. and E
Andrew M. Schleimer, dated as of April 1, 2009
10.6 Employment Agreement between Six Flags, Inc. and E
Michael Antinoro, dated as of April 1, 2009