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): February 17, 2006
____________________
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
On February 17, 2005 a Unanimous Written Consent in Lieu of Special Meeting of
the Board of Directors of Pegasus Solutions, Inc. was approved by the Board of
Directors amending the Company's Executive Deferred Compensation Plan (the
"DCP") to change the Company's Restoration Contribution (as defined in the DCP),
effective January 1, 2006, to be equal to the Company's matching contribution
for all employees under its 401(k) Plan.
Current officers participating in the DCP are Messrs. Davis, Floyd, Boles, and
Ms. Conner. Messrs. Wells and Siegel are no longer employees of Pegasus but are
entitled to benefits under the DCP.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
--------------- -----------
99.1 Amendment Two to Pegasus Solutions, Inc.
Executive Deferred Compensation Plan
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.
February 22, 2006 /s/ SUSAN K. CONNER
-------------------------
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Number Description
--------------- -----------
99.1 Amendment Two to Pegasus Solutions, Inc.
Executive Deferred Compensation Plan
EXHIBIT 99.1 AMENDMENT TWO TO PEGASUS SOLUTIONS, INC. EXECUTIVE DEFERRED
COMPENSATION PLAN
AMENDMENT TWO 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 Company desires to amend the Plan to revise the formula for
the Company's Restoration Contribution to the Plan, effective January 1, 2006,
to "mirror" the matching contribution under the Company's 401(k) Plan; 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 on
the dates set forth below:
1. Effective January 1, 2006, the amount of the Employer's Restoration
Contribution to the Plan for each payroll period will be equal to that
percentage of Compensation which equals the actual matching
contribution made to the Company's 401(k) Plan for the payroll period.
Accordingly, Section 4.01(b) of the Plan is amended to provide as
follows:
"4.01
(b) Restoration Contribution - As of each payroll period, the
-------------------------Employer shall credit each Key Employee
with a Restoration Contribution equal to the Participant's
Compensation multiplied by the actual matching contribution
percentage made to the Company's 401(k) Plan for the payroll
period, reduced by the actual matching contribution made for the
Participant under the 401(k) Plan for the payroll period, if
any."
IN WITNESS WHEREOF, the Company has caused this amendment to be executed in its
name and on its behalf to be effective as provided herein.
COMPANY:
PEGASUS SOLUTIONS, INC.
By:_______________________