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):
April 28, 2005
MARVEL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13638 13-3711775
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
10 East 40th Street, New York, New York 10016
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(Address of principal executive offices) (Zip code)
(212) 576-4000
(Registrant's telephone number, including area code)
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))
Item 1.01. Entry into a Material Definitive Agreement.
(a) On April 28, 2005, the stockholders of Marvel Enterprises, Inc. (the
"Company") approved the 2005 Stock Incentive Plan (the "2005 Stock Plan") at the
Company's Annual Meeting of Stockholders. A copy of the 2005 Stock Plan is
attached hereto as Exhibit 10.1. Also attached hereto are copies of the Form of
Stock Option Agreement (attached as Exhibit 10.2), the Form of Restricted Stock
Agreement (attached as Exhibit 10.3), and the Form of Performance-Based
Restricted Stock Agreement (attached as Exhibit 10.4) to be used in connection
with the 2005 Stock Plan.
(b) On April 28, 2005, the stockholders of Marvel Enterprises, Inc. (the
"Company") approved the 2005 Cash Incentive Compensation Plan (the "2005 Cash
Plan") at the Company's Annual Meeting of Stockholders. A copy of the 2005 Cash
Plan is attached hereto as Exhibit 10.5. Also attached is a copy of the Form of
Cash Incentive Compensation Award Letter (attached as Exhibit 10.6) to be used
in connection with the 2005 Cash Plan.
(c) On May 3, 2005, the Company and David Maisel, the President and Chief
Operating Officer of the Company's Marvel Studios division, entered into an
Employment Agreement. Pursuant to his employment agreement, Mr. Maisel has
agreed to render his exclusive and full-time services to the Company for a term
of employment expiring on January 12, 2009. Under his employment agreement, Mr.
Maisel receives a base salary of no less than $500,000. Mr. Maisel is also
eligible for performance-based awards under the 2005 Cash Plan. The Compensation
Committee has granted Mr. Maisel two awards under the 2005 Cash Plan of
$1,000,000 each. Each award is contingent upon the closing of the film slate
financing currently being arranged with Merrill Lynch Commercial Finance Corp.
In addition to the film financing condition, the awards are also contingent upon
the attainment by the Company of an operating income goal during the second
quarter of 2005 through the fourth quarter of 2005. The second award is also
conditioned on Mr. Maisel's neither being terminated for death, disability or
cause nor leaving the Company without Good Reason (as defined in his employment
agreement) prior to December 31, 2006. If the performance goals described above
are met, the first award is payable on or before March 31, 2006. If the
performance goals and conditions are met, the second award is payable on or
before March 31, 2007. Mr. Maisel receives a $1,100 monthly automobile allowance
and is entitled to participate in employee benefit plans generally available to
the Company's employees.
Like the Company's other agreements with Named Executive Officers, Mr.
Maisel's employment agreement provides that, in the event of termination, he is
entitled to certain payments and benefits depending on the circumstances of the
termination. Upon a change in control of the Company, he is entitled to a
severance payment equal to two times the sum of his then-current base salary and
the average of the two most recent annual bonuses paid, and all of his unvested
stock options vest immediately. If any payments to Mr. Maisel under his
employment agreement ("Parachute Payments") would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, then he will be entitled
to receive an additional payment from the Company (a "Gross-Up Payment") in an
amount such that he retains, after the payment of all taxes, an amount of the
Gross-Up Payment equal to the excise tax imposed on the Parachute Payments. Mr.
Maisel's employment agreement also prohibits disclosure of proprietary and
confidential information regarding the Company and its business to anyone
outside the Company both during and
subsequent to employment and otherwise provides that all inventions made by Mr.
Maisel during his employment belong to the Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 2005 Stock Incentive Plan
10.2 Form of Stock Option Agreement under the 2005
Stock Incentive Plan
10.3 Form of Restricted Stock Agreement under the 2005
Stock Incentive Plan
10.4 Form of Performance-Based Restricted Stock
Agreement under the 2005 Stock Incentive Plan
10.5 2005 Cash Incentive Compensation Plan
10.6 Form of 2005 Cash Incentive Compensation Plan
Award Letter
10.7 Employment Agreement, dated as of May 3, 2005
by and between the Company and David Maisel
SIGNATURE
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.
MARVEL ENTERPRISES, INC.
By: /s/ John Turitzin
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Name: John Turitzin
Title: Executive Vice President
and General Counsel
Date: May 4, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 2005 Stock Incentive Plan
10.2 Form of Stock Option Agreement under the 2005
Stock Incentive Plan
10.3 Form of Restricted Stock Agreement under the 2005
Stock Incentive Plan
10.4 Form of Performance-Based Restricted Stock
Agreement under the 2005 Stock Incentive Plan
10.5 2005 Cash Incentive Compensation Plan
10.6 Form of 2005 Cash Incentive Compensation Plan
Award Letter
10.7 Employment Agreement, dated as of May 3, 2005
by and between the Company and David Maisel