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):
May 17, 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)
417 Fifth Avenue, 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 May 17, 2005, Marvel Enterprises, Inc. (the "Company") and Avi Arad, the
Chief Creative Officer of the Company and the Chairman and Chief Executive
Officer of the Company's film entertainment subsidiary, Marvel Studios, Inc.,
entered into an Amended and Restated Employment Agreement which is attached as
Exhibit 10.1. Pursuant to his employment agreement, Mr. Arad has agreed to
render his services to the Company for a term of employment expiring on January
1, 2007. Under his employment agreement, Mr. Arad receives a base salary of no
less than $1,000,000. Mr. Arad is also eligible for performance-based awards
under the 2005 Cash Incentive Compensation Plan (the "2005 Cash Plan"). The
Compensation Committee has granted Mr. Arad three awards under the 2005 Cash
Plan: (1) an annual bonus of up to $1,000,000 based on the operating income of
the Company; (2) an annual producer fee bonus of up to $1,250,000 based on the
achievement of specified worldwide box office receipts by a film produced or
executive produced by Mr. Arad; and (3) an annual bonus based on the "net sales"
of the Company with a target amount of $2,016,800. These awards are further
described in the sections entitled "New Employment Agreement with Mr. Arad" and
"New Plan Benefits under the Cash Incentive Plan" of the Company's proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on
March 22, 2005.
(b) In addition, on May 17, 2005, the Company and Avi Arad & Associates, a sole
proprietorship owned by Mr. Arad, entered into an Amendment to Master License
Agreement which is attached as Exhibit 10.2. The Amendment provides that during
the term of the Amended and Restated Employment Agreement, the Company may use
any material licensed pursuant to the Master License on a royalty-free basis and
without cost of any kind. The Amendment also provides that the term of the
Master License will be coterminous with the term of the Amended and Restated
Employment Agreement and thereafter that the Company shall have the unilateral
right to renew the Master License for successive 3 year terms, in perpetuity, on
the terms and conditions of the original Master License.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement, dated
as of May 17, 2005 by and between the Company and
Avi Arad
10.2 Amendment to Master License Agreement, dated as
of May 17, 2005 by and between the Company and
Avi Arad & Associates
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 20, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement, dated
as of May 17, 2005 by and between the Company and
Avi Arad
10.2 Amendment to Master License Agreement, dated as
of May 17, 2005 by and between the Company and
Avi Arad & Associates