UNITED STATES
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) June 9, 2005
MOVIE GALLERY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24548 63-1120122
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
900 West Main Street
Dothan, Alabama 36301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(334) 677-2108
-------------------------------------------------------------
(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:
[ ] 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 March 25, June 9 and June 22, 2005, the Compensation Committee of
the Board of Directors of Movie Gallery, Inc. (the "Company") awarded
shares of restricted stock to certain of the Company's executive
officers and directors. These awards, which were previously reported
on Form 4s, were made pursuant to and subject to the provisions of the
Movie Gallery, Inc. 2003 Stock Plan, as amended. The purpose of this
8-K Report is to file the forms of Restricted Stock Purchase Agreement
evidencing such awards.
On March 25, 2005, the following executive officers each received a
grant of restricted stock:
Number
Name Title of Shares
- ------------------- ---------------------------------- -----------
Joe T. Malugen Chairman of the Board, President 25,000
and Chief Executive Officer
Harrison H. Parrish Vice Chairman of the Board and 11,668
Senior Vice President
S. Page Todd Executive Vice President, 10,000
Secretary, General Counsel, and
Chief Compliance Officer
Jeffrey S. Stubbs Executive Vice President and Chief 10,000
Operating Officer - Movie Gallery
US, Inc.
Mark S. Loyd Executive Vice President, Product 10,000
and Distribution and Chief
Administrative Officer - Movie
Gallery US, Inc.
Keith A. Cousins Executive Vice President - 10,000
Development
Thomas D. Johnson Senior Vice President - Corporate 5,000
Finance and Business Development
Ivy M. Jernigan Senior Vice President and Chief 6,668
Financial Officer - Movie Gallery
US, Inc.(1)
Michelle Lewis Senior Vice President and 5,000
Treasurer - Movie Gallery US,
Inc.(2)
(1) At the time of grant, Ms. Jernigan was Senior Vice President and
Chief Financial Officer of the Company.
(2) At the time of grant, Ms. Lewis was Senior Vice President and
Treasurer of the Company.
These restricted shares will vest as to 25% of the shares on each of
the first four anniversaries of the grant date, or earlier upon
termination of the executive's employment due to death. The form of
Restricted Stock Purchase Agreement used for these service-based
vesting awards is filed as Exhibit 10.1 to this Form 8-K and
incorporated by reference herein.
Also on March 25, 2005, the Company's non-employee directors, John J.
Jump, James C. Lockwood and William B. Snow, each received a grant of
3,333 shares of restricted stock, 100% of which will vest one year from
the date of grant. On June 9, 2005, Messrs. Jump, Lockwood and Snow
also each received an additional grant of 3,000 shares of restricted
stock, 100% of which will vest one year from the date of grant. The
form of Restricted Stock Purchase Agreement for these non-employee
director awards is filed as Exhibit 10.2 to this Form 8-K and
incorporated by reference herein.
On June 9, 2005, the following executive officers, each of whom joined
the Company as a result of its acquisition of Hollywood Entertainment
Corporation ("Hollywood") and became executive officers of the Company
on June 22, 2005, received a grant of restricted stock:
Number
Name Title of Shares
- -------------------- ---------------------------------- -----------
Timothy R. Price Executive Vice President and Chief 10,000
Financial Officer
Silvio D. Piccini Executive Vice President and Chief 10,000
Marketing Officer - Hollywood
Lawrence E. Plotnick Executive Vice President and Chief 10,000
Operating Officer - Hollywood
These restricted shares will vest as to 25% of the shares on each of
the first four anniversaries of the grant date, or earlier upon
termination of the executive's employment due to death. The form of
Restricted Stock Purchase Agreement used for these service-based
vesting awards is filed as Exhibit 10.1 to this Form 8-K and
incorporated by reference herein.
Also on June 9, 2005, Mr. Malugen received a grant of 10,000 shares of
restricted stock and Mr. Parrish received a grant of 3,000 shares of
restricted stock. These restricted shares will vest upon the
attainment of specific Company performance objectives relating to the
integration of Hollywood by the end of the Company's 2005 fiscal year.
The shares of restricted stock will vest in full upon the executive
officer's death. The form of Restricted Stock Purchase Agreement for
these one-year performance-based vesting awards is filed as Exhibit
10.3 to this Form 8-K and incorporated by reference herein.
Also on this date, Messrs. Todd, Stubbs, Loyd, Cousins, and Johnson and
Ms. Jernigan and Ms. Lewis each received a grant of 6,250 shares of
restricted stock, and on September 22, 2005, Messrs. Price, Piccini and
Plotnick each received a grant of 6,250 shares of restricted stock.
With respect to these awards, 50% of the shares will vest upon the
attainment of specific Company performance objectives relating to the
integration of Hollywood by the end of the Company's 2005 fiscal year
and 50% of the shares will vest upon the attainment of specific Company
performance objectives relating to the integration of Hollywood by the
end of the Company's 2006 fiscal year. The shares of restricted stock
will vest in full upon the executive officer's death. The form of
Restricted Stock Purchase Agreement used for these two-year
performance-based vesting awards is filed as Exhibit 10.4 to this Form
8-K and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Form of Employee Restricted Stock Purchase Agreement (service-
based vesting for employees)
10.2 Form of Non-Employee Director Restricted Stock Purchase
Agreement (for non-employee directors)
10.3 Form of Employee Restricted Stock Purchase Agreement (one-year
performance based vesting for employees)
10.4 Form of Employee Restricted Stock Purchase Agreement (two-year
performance based vesting for employees)
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.
MOVIE GALLERY, INC.
Date: October 20, 2005
/S/ S. Page Todd
- ----------------------------
S. Page Todd
Executive Vice President,
Secretary, General Counsel
and Chief Compliance Officer
INDEX TO EXHIBITS
10.1 Form of Employee Restricted Stock Purchase Agreement (service-
based vesting for employees)
10.2 Form of Non-Employee Director Restricted Stock Purchase
Agreement (for non-employee directors)
10.3 Form of Employee Restricted Stock Purchase Agreement (one-year
performance based vesting for employees)
10.4 Form of Employee Restricted Stock Purchase Agreement (two-year
performance based vesting for employees)