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): December 12, 2005
____________________
Commission File Number 0-22935
PEGASUS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2605174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CAMPBELL CENTRE I, 8350 NORTH CENTRAL EXPRESSWAY, SUITE 1900, DALLAS, TEXAS
75206
(Address of principal executive office)
(Zip Code)
Registrant's telephone number, including area code: (214) 234-4000
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
To reflect new Internal Revenue Code Section 409A, at a meeting on December 12,
2005, the Board of Directors approved the adoption of new terms for post-2004
benefits under our executive retirement program, which consists of the
Supplemental Executive Retirement Plan (the "SERP"), a defined benefit plan
which provides supplemental retirement benefits to certain officers of the
Company based on their compensation and years of service, as defined under the
SERP, and the Executive Deferred Compensation Plan (the "DCP"), a defined
contribution plan that provides supplemental retirement benefits to certain
management employees.
The Board elected to "grandfather" existing terms of the plans with regard to
amounts not subject to new Section 409A (benefits that were accrued and vested
at December 31, 2004). The plans' terms for these "grandfathered" vested
benefits remain unchanged. As permitted by the transition rules under new
Section 409A, the plans were also amended to provide participants new payment
elections during 2005 with regard to benefits under the plans that are subject
to Section 409A. Generally, the payment elections available under the plans are
unchanged, except that the Board amended the SERP to permit participants to
elect lump sum payments without requiring the discretionary approval of the
Compensation Committee.
Current officers participating in the SERP and DCP are Messrs. Davis, Floyd,
Boles, and Ms. Conner. Messrs. Wells and Nicholson are no longer employees of
Pegasus but are entitled to benefits under the SERP. Messrs. Wells and Siegel
are no longer employees of Pegasus but are entitled to benefits under the DCP.
Item 1.02 Termination of a Material Definitive Agreement
At a meeting on December 12, 2005, the Board of Directors approved the
termination of the Pegasus Solutions, Inc. 2002 Third Amended and Restated
Employee Stock Purchase Plan. The termination will be effective as of December
31, 2005. During 2004, 2003 and 2002, approximately 53,000, 66,000 and 65,000
shares were issued under the stock plan, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
--------------- -----------
99.1 Amendment One to Pegasus Solutions, Inc.
Supplemental Executive Retirement Plan
dated December 12, 2005
99.2 Amendment One to Pegasus Solutions, Inc.
Executive Deferred Compensation Plan
dated December 12, 2005
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
PEGASUS SOLUTIONS, INC.
December 16, 2005 /s/ SUSAN K. CONNER
-------------------------
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Number Description
--------------- -----------
99.1 Amendment One to Pegasus Solutions, Inc.
Supplemental Executive Retirement Plan
dated December 12, 2005
99.2 Amendment One to Pegasus Solutions, Inc.
Executive Deferred Compensation Plan
dated December 12, 2005
EXHIBIT 99.1 AMENDMENT ONE TO PEGASUS SOLUTIONS, INC. SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN DATED DECEMBER 12, 2005
AMENDMENT ONE TO
PEGASUS SOLUTIONS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Pegasus Solutions, Inc., a Delaware corporation, (hereinafter
referred to as the "Company") previously established the Pegasus Solutions, Inc.
Supplemental Executive Retirement Plan (Amended and Restated Effective July 1,
2002) (the "Plan") for the benefit of a select group of its management and
highly compensated Employees and their Beneficiaries; and
WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the
Internal Revenue Code of 1986, as amended (the "Code"), which applies to
non-qualified deferred compensation plans as of January 1, 2005; and
WHEREAS, during 2006, the Company intends to adopt amendments to the
Plan that are necessary to comply in all respects with Code Section 409A, with
respect to amounts subject to Code Section 409A;
WHEREAS, under IRS Notice 2005-1, employers may amend previously
Adopted nonqualified deferred compensation plans to allow participants to
make new payment elections on or before December 31, 2005, with respect to
benefits subject to Code Section 409A, and the Company desires to permit
Participants to make new payment elections in accordance with this transition
rule, which will apply only to benefits subject to Code Section 409A; and
WHEREAS, the Company desires to permit Participants to elect to
receive a lump sum payment of their benefits subject to Code Section 409A,
without requiring Compensation Committee consent;
WHEREAS, the Company has reserved the right to amend the Plan from
time to time.
NOW, THEREFORE, the Company hereby amends the Plan as follows,
effective January 1, 2005:
1. A new ARTICLE VIII, SECTION 409A TRANSITION PROVISIONS, is hereby
added to the Plan, to provide as follows:
ARTICLE VIII
CODE SECTION 409A TRANSITION PROVISIONS
8.1 EFFECTIVE DATE OF CODE SECTION 409A RULES. Code Section 409A
shall not apply to that portion of each Participant's benefit
equal to the present value as of December 31, 2004, of the amount
to which the Participant would be entitled under the Plan if he
or she voluntarily terminated service without cause on December
31, 2004, and received a payment of benefits with the maximum
value available from the Plan on the earliest possible date
allowed under the Plan to receive a payment of benefits following
the termination of service (the "Grandfathered Benefit"). The
Company shall adopt no amendments to the Plan that would
materially enhance an existing benefit or right or add a new
material benefit or right with regard to the Grandfathered
Benefit for each Participant. Code Section 409A shall apply only
to the portion of each Participant's benefit which is not a
Grandfathered Benefit, and references herein to "benefits subject
to Code Section 409A" shall refer solely to such benefits.
8.2 NEW PAYMENT ELECTIONS WITH RESPECT TO BENEFITS SUBJECT TO CODE
SECTION 409A. In accordance with IRS Notice 2005-1 Q&A #19(c),
Participants shall be permitted to make new elections as to the
timing and optional forms of payment for their benefits subject
to Code Section 409A, on or before December 31, 2005. The
permitted elections are set forth in Sections 8.2(a) and (b). A
Participant shall make new payment elections in accordance with
procedures established by the Committee.
(a) Early Retirement Benefit Commencement Date. The Participant
------------------------------------------ may make an
irrevocable election that, if he or she becomes eligible for
Early Retirement benefits, he or she shall receive reduced
monthly payments commencing on the first day of any month
(as the Participant shall specify in his election) after the
Participant's Determination Date. The reduced benefit shall
be determined in accordance with Section 4.2(b) hereof.
(b) Optional Forms of Payment. The Participant may elect a
--------------------------benefit of Actuarially
Equivalent value to the Accrued Benefit payment specified in
Section 4.3 hereof in one of the following forms (i) joint
and 50% or 100% survivor annuity as set forth in Subsection
4.3(a) hereof; (ii) life annuity with 10-years certain, as
set forth in Subsection 4.3(b) hereof; (iii) 10-years
certain annuity, as set forth in Subsection 4.3(c) hereof;
or (iv) a partial or full lump sum payment.
8.3 FURTHER AMENDMENTS TO THE PLAN. Benefits subject to Code Section
409A shall be administered in accordance with the requirements of
Code Section 409A and the regulatory guidance issued thereunder.
The Company reserves the right, during 2006, to amend and restate
the Plan to comply with the requirements of Code Section 409A,
and to further amend the Plan to whatever extent it deems
necessary or appropriate in light of regulatory guidance issued
under Code Section 409A; provided that a Participant shall not be
subject to any such amendment without his or her written consent.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed in its name and on its behalf this 12th day of December, 2005.
COMPANY:
PEGASUS SOLUTIONS, INC.
By:
EXHIBIT 99.2 AMENDMENT ONE TO PEGASUS SOLUTIONS, INC. EXECUTIVE DEFERRED
COMPENSATION PLAN DATED DECEMBER 12, 2005
AMENDMENT ONE TO
PEGASUS SOLUTIONS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, Pegasus Solutions, Inc., a Delaware corporation, (hereinafter
referred to as the "Company") previously established the Pegasus Solutions, Inc.
Executive Deferred Compensation Plan (Effective July 1, 2002) (the "Plan") for
the benefit of a select group of its management and highly compensated Employees
and their Beneficiaries; and
WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the
Internal Revenue Code of 1986, as amended (the "Code"), which applies to
non-qualified deferred compensation plans as of January 1, 2005; and
WHEREAS, during 2006, the Company intends to adopt amendments to the Plan
that are necessary to comply in all respects with Code Section 409A, with
respect to amounts subject to Code Section 409A, including deferrals elected by
Participants on or after January 1, 2005, and deferrals under the Plan that were
not vested as of December 31, 2004;
WHEREAS, under IRS Notice 2005-1, employers may amend previously adopted
nonqualified deferred compensation plans to allow participants to make new
payment elections on or before December 31, 2005, with respect to amounts
subject to Code Section 409A, and the Company desires to permit Participants to
make new payment elections in accordance with this transition rule, which will
apply only to amounts subject to Code Section 409A; and
WHEREAS, the Company has reserved the right to amend the Plan from time to
time.
NOW, THEREFORE, the Company hereby amends the Plan as follows, effective
January 1, 2005:
1. A new ARTICLE XV, SECTION 409A TRANSITION PROVISIONS, is hereby added
to the Plan, to provide as follows:
ARTICLE XV
CODE SECTION 409A TRANSITION PROVISIONS
15.1 EFFECTIVE DATE OF CODE SECTION 409A RULES. Code Section 409A shall
apply to that portion of Participants' Accounts which, as of December
31, 2004, were not earned and vested (as defined in Code Section
409A). In addition, Code Section 409A shall apply to any amounts
deferred or allocated under the Plan on or after January 1, 2005.
References herein to "Accounts subject to Code Section 409A" shall
refer solely to the amounts described in the preceding two sentences.
Code Section 409A shall not apply to the portion of Participants'
Accounts that were earned and vested as of December 31, 2004, together
with earnings thereon (the "Grandfathered Accounts"). The Company
shall adopt no amendments to the Plan that would materially enhance an
existing benefit or right or add a new material benefit or right with
regard to the Grandfathered Accounts.
15.2 NEW PAYMENT ELECTIONS WITH RESPECT TO ACCOUNTS SUBJECT TO CODE SECTION
409A. In accordance with IRS Notice 2005-1 Q&A #19(c), Participants
shall be permitted to make new benefit payment elections on or before
December 31, 2005. Such new payment elections may specify both the
timing and method of payment for all Accounts subject to Code Section
409A, as set forth in Sections 15.2(a) and (b). A Participant shall
make new benefit payment elections in accordance with procedures
established by the Committee.
(c) Benefit Commencement Date. The Participant may make an
---------------------------irrevocable election to commence his
benefit payment either (a) no later than ninety (90) days
following the last day of the month in which death, Disability,
Retirement, or other Severance from Service occurred or (b) no
later than ninety (90) days following the beginning of the Year
following the Year in which death, disability, retirement or
other Severance from Service occurred.
(d) Form of Benefit. The Participant may elect among the forms of
----------------- benefit set forth in Section 10.02 hereof.
15.3 FURTHER AMENDMENTS TO THE PLAN. Accounts subject to Code Section 409A
shall be administered in accordance with the requirements of Code
Section 409A and the regulatory guidance issued thereunder. The
Company reserves the right, during 2006, to amend and restate the Plan
to comply with the requirements of Code Section 409A, and to further
amend the Plan to whatever extent it deems necessary or appropriate in
light of regulatory guidance issued under Code Section 409A; provided
that a Participant shall not be subject to any such amendment without
his or her written consent.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed in
its name and on its behalf this 12th day of December, 2005.
COMPANY:
PEGASUS SOLUTIONS, INC.
By: