UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(AMENDMENT NO. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2005 (May 9, 2005)
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Bob Evans Farms, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-1667 31-4421866
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3776 South High Street, Columbus, Ohio 43207
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(Address of principal executive offices) (Zip Code)
(614) 491-2225
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(Registrant's telephone number, including area code)
Not Applicable
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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))
PURPOSE OF AMENDMENT:
On May 13, 2005, Bob Evans Farms, Inc. (the "Company") filed a Form 8-K
(the "Original Form 8-K") reporting, among other things, under Item 1.01 the
adoption of a new Performance Incentive Plan (the "Performance Incentive Plan")
for the Company's executive officers and senior management. The Company is
filing this Form 8-K/A to amend the discussion of the Performance Incentive Plan
to clarify that (1) awards to the Company's named executive officers under the
Performance Incentive Plan will be made under and in accordance with the Bob
Evans Farms, Inc. 2002 Incentive Growth Plan in addition to the Bob Evans Farms,
Inc. First Amended and Restated 1998 Stock Option and Incentive Plan (or a
subsequent equity compensation plan approved by the Company's stockholders); (2)
the number of shares of restricted stock awarded under the Performance Incentive
Plan will be calculated using a discount for vesting; and (3) the number of
shares subject to stock options awarded under the Performance Incentive Plan
will be calculated using the Black-Scholes valuation model as well as a discount
for vesting. The Company is also filing an amended version of the "Summary of
Bob Evans Farms, Inc. Performance Incentive Plan for the Fiscal Year Beginning
April 30, 2005" as Exhibit 10.2 hereto (a previous summary of the Performance
Incentive Plan was filed as Exhibit 10.2 to the Original Form 8-K). No other
changes are made to the Original Form 8-K.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Adoption of Performance Incentive Plan
On May 9, 2005, the Compensation Committee approved a new Performance
Incentive Plan (the "Performance Incentive Plan") for the executive officers and
senior management of the Company and its subsidiaries.
The Performance Incentive Plan was developed by the Compensation
Committee with the assistance of a nationally recognized consulting firm who,
among other things, benchmarked compensation practices of companies in the
Company's peer group and advised the Compensation Committee on appropriate
compensation guidelines.
Awards under the Performance Incentive Plan will consist of stock
options, restricted stock awards and cash bonuses. The Compensation Committee
has established two categories of participants in the Performance Incentive
Plan. "Tier 1" participants include the Company's Chief Executive Officer and
its four other most highly compensated executive officers (the "Named Executive
Officers"). "Tier 2" participants include the Company's other executive officers
and senior management (i.e., all employees categorized in grades M07 through
M11).
Tier 1 Participants
The amount of incentive compensation that a Named Executive Officer can
receive under the Performance Incentive Plan is equal to a multiple of the Named
Executive Officer's annual base salary established by the Compensation Committee
(the "Base Salary Multiple"). The amount obtained by multiplying the Named
Executive Officer's annual base salary by the Base Salary Multiple is the Named
Executive Officer's "Target Incentive Compensation." Incentive compensation
under the Performance Incentive Plan is payable to the Named Executive Officers
in the form of stock options and restricted stock as described below.
Once the Named Executive Officer's Target Incentive Compensation is
determined, the Named Executive Officer will automatically receive a grant of
stock options with a value equal to 25% of that amount as incentive
compensation, calculated using the closing price of the Company's common stock
on the Nasdaq National Market on the grant date, the Black-Scholes valuation
model and a
discount based on vesting requirements. The remaining 75% of each Named
Executive Officer's Target Incentive Compensation is at-risk and will be awarded
in the form of restricted stock only if specific performance goals established
by the Compensation Committee are achieved (e.g., specific earnings per share
and operating income amounts for designated business units). If the performance
goals are partially achieved, the Named Executive Officer may receive part of
the at-risk portion of his Target Incentive Compensation. The Compensation
Committee has established a minimum threshold performance level (80% of the
performance goal(s) for Messrs. Owens, Williams, Radkoski and Hicks; 70% of the
performance goal for Mr. Bendel) that must be met in order for a Named Executive
Officer to receive any part of the at-risk portion of his Target Incentive
Compensation. If the performance goals are exceeded, the Named Executive Officer
will receive up to 150% of the at-risk portion of his Target Incentive
Compensation, depending on the amount by which the performance goals were
exceeded. At the end of the performance period, the Compensation Committee
determines the portion of the at-risk Target Incentive Compensation earned, and
the value of the restricted stock earned. At that time, the Compensation
Committee also calculates the number of shares of restricted stock awarded using
the closing price of the Company's common stock on the Nasdaq National Market on
the grant date as well as a discount based on vesting requirements.
For Fiscal 2006, the Compensation Committee has established the
following Base Salary Multiples and performance goals for each of the Named
Executive Officers:
At-Risk Portion of
Target Incentive
Base Salary Compensation as
Name and Title Multiple Percentage Base Salary Performance Goals
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Stewart K. Owens 250% 187.5% Earnings per share of the
Chairman, Chief Executive Officer, Company
President and Chief Operating Officer
Donald J. Radkoski 105% 78.75% Earnings per share of the
Chief Financial Officer, Treasurer and Company
Secretary
Roger D. Williams 105% 78.75% Earnings per share of the
Executive Vice President - Food Products Company (25%)
Operating income of the
Company's Food Products
segment (75%)
Randall L. Hicks 75% 56.25% Earnings per share of the
Executive Vice President - Restaurant Company (25%)
Operations
Operating income of Bob
Evans restaurants (75%)
Russell W. Bendel 75% 56.25% Operating income of SWH
Chief Executive Officer - SWH Corporation Corporation (Mimi's Cafe
d/b/a Mimi's Cafe restaurants)
Tier 2 Participants
The total amount of incentive compensation that a Tier 2 participant
can receive under the Performance Incentive Plan is equal to a multiple of the
Tier 2 participant's annual base salary. Each Tier 2 participant's base salary
multiple will be established by the appropriate Named Executive Officers, except
that the Compensation Committee will establish the base salary multiple for Tier
2 participants who are executive officers.
All incentive compensation for Tier 2 participants is at-risk based on
the achievement of performance goals established by the Compensation Committee.
For Fiscal 2006, the Compensation Committee has established earnings per share
as the performance goal for all Tier 2 corporate support employees and business
unit operating income as the performance goal for Tier 2 participants whose job
responsibilities are primarily related to a particular business unit (e.g., Bob
Evans and Owens Country Sausage combined food products, Bob Evans food products,
Bob Evans restaurants, Owens food products, Mimi's Cafe restaurants, etc.). If a
Tier 2 participant's performance goal is achieved, the Tier 2 participant will
receive 100% of his or her target incentive compensation. If the performance
goal is partially achieved, the Tier 2 participant may receive a portion of his
or her target incentive compensation. The Compensation Committee has established
a minimum threshold performance level (70% of the target performance goals) that
must be met in order for any incentive compensation to be awarded. If the
performance goal is exceeded, the Tier 2 participant will receive up to 150% of
his or her target incentive compensation, depending on the amount by which the
performance goal was exceeded.
Tier 2 participants will receive one-half of their incentive
compensation under the Performance Incentive Plan in the form of cash and the
remaining one-half in the form of restricted stock. At the end of the
performance period, the Compensation Committee determines the portion of
incentive compensation earned and the value of the restricted stock earned. At
that time the Compensation Committee also calculates the number of shares of
restricted stock awarded using the closing price of the Company's common stock
on the Nasdaq National Market on the grant date as well as a discount based on
vesting requirements.
General
All incentive compensation awards under the Performance Incentive Plan
will vest over a period of three (3) years beginning on the first anniversary of
the date the award was made. The exercise price of stock options and the grant
price of restricted stock awards made under the Performance Incentive Plan will
be equal to the closing price of the Company's common stock on the Nasdaq
National Market on the date the stock options and restricted stock awards are
made. All awards of stock options and restricted stock will be granted under the
Company's First Amended and Restated 1998 Stock Option and Incentive Plan (or,
for fiscal years after Fiscal 2006, any subsequent employee compensation plan
approved by the Company's stockholders) and, with respect to awards granted to
the Named Executive Officers, in accordance with the Bob Evans Farms, Inc. 2002
Incentive Growth Plan.
The Performance Incentive Plan is effective beginning with Fiscal
2006. The Compensation Committee may amend or terminate the Performance
Incentive Plan at any time.
The foregoing description of the Performance Incentive Plan is not
complete and is qualified in its entirety to the summary of the Performance
Incentive Plan which is attached as Exhibit 10.2 to this Current Report on Form
8-K/A and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Form Financial Information - Not applicable
(c) Exhibits:
The following exhibits are included pursuant to Item 1.01.
Entry into a Material Definitive Agreement of Form 8-K:
10.2 Summary of Bob Evans Farms, Inc. Performance Incentive
Plan for the Fiscal Year Beginning April 30, 2005
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.
BOB EVANS FARMS, INC.
Dated: July 12, 2005 By: /s/Donald J. Radkoski
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Donald J. Radkoski
Chief Financial Officer, Treasurer and Secretary
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated July 12, 2005
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Exhibit No. Description
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10.2 Summary of Bob Evans Farms, Inc. Performance Incentive Plan for
the Fiscal Year Beginning April 30, 2005
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