1
================================================================================
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): MARCH 9, 2001
--------------------
LUBY'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-08308 74-1335253
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
2211 NORTHEAST LOOP
SUITE 410
SAN ANTONIO, TEXAS 78265
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (210) 654-9000
================================================================================
2
Item 5. Other Events
On March 9, 2001, Luby's, Inc. ("the Company") announced that
Christopher J. Pappas has been named Chief Executive Officer of the Company and
that Harris J. Pappas has been named Chief Operating Officer. Both men have been
elected to the Board of Directors of the Company. In addition, the Pappas
brothers have agreed to purchase up to $10 million in convertible subordinated
notes of the Company conditioned upon receipt of certain agreements from the
Company's lenders under its existing $125 million credit facility.
The Company entered into three year employment agreements with each of
the Pappas brothers, who together beneficially own approximately 6% of the
Company, and granted each of them an option to purchase 1,120,000 shares of
common stock.
Under the terms of the note purchase agreement, the Pappas brothers are
entitled to name a nominee to fill the first vacancy on the Board of Directors,
subject to the reasonable objection of the Board of Directors, and to nominate
for election as directors at the 2002 Annual Shareholders' Meeting up to three
individuals to serve as directors of the Company. The Board of Directors
currently consists of 11 members, including the Pappas brothers.
The Company announced also that it has amended its shareholder rights
plan. The rights issued under the plan will now be exercisable after a person or
group acquires ownership of 15% or more of the Company's common stock, or
announces a tender or exchange offer, the completion of which would result in
the ownership by a person or group of 15% or more of the Company's common stock.
A provision also has been added to exempt from the operation of the plan the
Pappas brothers' current ownership of Company common stock (and certain
additional shares permitted to be acquired), which they acquired prior to March
8, 2001, or acquired or will acquire from the Company in connection with their
employment with the Company and the proposed note purchase. The rights will now
expire on April 16, 2004, and provisions have been added to the plan to avoid
inadvertent triggering of the rights.
The foregoing summary is subject to the full text of transaction
documents and the press release with respect thereto, copies of which are
attached hereto as exhibits and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Purchase Agreement dated March 9, 2001 by and among Luby's,
Inc., Harris J. Pappas and Christopher J. Pappas.
10.2 Employment Agreement dated March 9, 2001 between Luby's, Inc.
and Christopher J. Pappas.
10.3 Employment Agreement dated March 9, 2001 between Luby's, Inc.
and Harris J. Pappas.
3
10.4 Registration Rights Agreement dated March 9, 2001 by and among
Luby's, Inc., Christopher J. Pappas and Harris J. Pappas.
99.1 Press release dated March 9, 2001.
[The remainder of this page is intentionally left blank.]
4
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.
LUBY'S, INC.
By: /s/ CHRISTOPHER J. PAPPAS
------------------------------
Name: Christopher J. Pappas
Title: Chief Executive Officer
Dated: March 14, 2001
5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Purchase Agreement dated March 9, 2001 by and among Luby's,
Inc., Harris J. Pappas and Christopher J. Pappas.
10.2 Employment Agreement dated March 9, 2001 between Luby's, Inc.
and Christopher J. Pappas.
10.3 Employment Agreement dated March 9, 2001 between Luby's, Inc.
and Harris J. Pappas.
10.4 Registration Rights Agreement dated March 9, 2001 by and among
Luby's, Inc., Christopher J. Pappas and Harris J. Pappas.
99.1 Press release dated March 9, 2001.