-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGBmTZGHm9nWmSG5cl68/qlqxy4PY60SkOGdbW4I3gisD53HIWJljlfvfFOO69Qe vqR519AolXVOicgRju0ovQ== 0000910680-06-000166.txt : 20060223 0000910680-06-000166.hdr.sgml : 20060223 20060223172124 ACCESSION NUMBER: 0000910680-06-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060217 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBARRO INC CENTRAL INDEX KEY: 0000766004 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 112501939 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-96807 FILM NUMBER: 06640307 BUSINESS ADDRESS: STREET 1: 401 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6317154100 MAIL ADDRESS: STREET 1: 401 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 f8k021706.txt CURRENT REPORT 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 SBARRO, INC. ------------ (Exact Name of Registrant as Specified in Charter) New York -------- (State of Incorporation) 002-96807 11-2501939 --------- ---------- (Commission File No.) (IRS Employer Identification No.) 401 Broadhollow Road, Melville, New York 11747 ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (631) 715-4100 (Registrant's telephone number, including area code) Not Applicable (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: [_] 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communication 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, 2006, the Company granted a Special Event Incentive Bonus to each of Richard A. Mandell, Michael O'Donnell and Bernard Zimmerman, directors of the Company, which provide that, if such person is a director at the time of a "Special Event," he will be eligible to receive an amount equal to (a) 30,000 (subject to adjustment in certain events) multiplied by (b) an amount equal to the per share proceeds received by the Company's shareholders in excess of a threshold amount. A "Special Event" is the first to occur of (i) the consummation of a public offering of the Company common stock, or (ii) any change in the ownership or effective control of the Company (other than changes which occur within the group of shareholders constituting the current holders of the Company's common stock, members of their families and trusts for their respective benefits), including without limitation (a) the sale of fifty percent (50%) or more of the voting securities or assets of the Company, (b) the liquidation or dissolution of the Company, and/or (c) the merger of the Company with another entity whereby the shareholders of the Company as of the date immediately preceding the effective date of the merger do not own 50% or more of the outstanding voting power of the resulting entity as of the effective date of the merger. The foregoing summary is qualified in its entirety by reference to the full text of the form of Special Event Incentive Bonus dated February 17, 2006 granted to each of Richard A. Mandell, Michael O'Donnell and Bernard Zimmerman, a copy of which is attached to this Report as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 Form of Special Event Incentive Bonus Letter dated February 17, 2006 issued to each of Richard A. Mandell, Michael O'Donnell and Bernard Zimmerman, together with a Schedule, pursuant to Instruction 2 of the instructions to Item 601 of Regulation S-K, setting forth the differences among the three Special Event Incentive Bonus Letters. 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 thereunto duly authorized. SBARRO, INC. Date: February 23, 2006 By: /s/ Anthony J. Puglisi ----------------------------------------- Anthony J. Puglisi, Vice President - Finance and Chief Financial Officer -2- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Form of Special Event Incentive Bonus Letter dated February 17, 2006 issued to each of Richard A. Mandell, Michael O'Donnell and Bernard Zimmerman, together with a Schedule, pursuant to Instruction 2 of the instructions to Item 601 of Regulation S-K, setting forth the differences among the three Special Event Incentive Bonus Letters. -3- EX-99 2 ex99_1-f8k021706.txt EX-99.1; PRESS RELEASE EXHIBIT 99.1 SCHEDULE, PURSUANT TO INSTRUCTION 2 OF THE INSTRUCTIONS TO ITEM 601 OF REGULATION S-K, SETTING FORTH THE DIFFERENCES AMONG THE THREE SPECIAL EVENT INCENTIVE BONUS LETTERS (1) Richard A. Mandell Michael O'Donnell Bernard Zimmerman 666 Greenwich Street 9659 Preston Trail West 18 High Meadow Road Apt. #816 Ponte Vedra Beach, FL 32082 Weston, CT 06883 New York, NY 10003 (2) Richard Michael Bernie [ON SBARRO, INC. LETTERHEAD] February 17, 2006 PERSONAL & CONFIDENTIAL (1) Dear (2): Based upon your performance as Director of Sbarro, Inc. (hereinafter "Company"), and in addition to the compensation and benefits you currently receive by reason thereof, this letter will confirm that you will be eligible to a Special Event Incentive Bonus if you are a Director of the Company at the time of the Special Event. A Special Event shall be defined as (i) the consummation of a public offering of the Company common stock, or (ii) any change in the ownership or effective control of the Company (other than changes which occur within the group of shareholders constituting the current holders of the Company's common stock, members of their families and trusts for their respective benefits), including without limitation (a) the sale of fifty percent (50%) or more of the voting securities or assets of the Company, (b) the liquidation or dissolution of the Company, and/or (c) the merger of the Company with another entity whereby the shareholders of the Company as of the date immediately preceding the effective date of the merger do not own 50% or more of the outstanding voting power of the resulting entity as of the effective date of the merger (the first of any such events being the "Special Event"). If you are a Director of the Company at the time of the Special Event, you shall receive, within twenty (20) business days after such Special Event a special bonus (the "Special Event Bonus"), payable in cash (unless you and the Company agree otherwise). The Special Event Bonus shall be in an amount equal to (i) thirty thousand (30,000) (provided, however, that such number shall be proportionately adjusted for any increase or decrease in the number of outstanding shares of the Company's common stock which is effected without the receipt of adequate consideration, in each case as determined by the Board in its good faith sole discretion), multiplied by (ii)(A)(1) the per share public offering price, minus the per share expenses (including without limitation any underwriting discounts and commissions), as reported to the Securities and Exchange Commission, if the Special Event is a public offering, (2) the amount paid per share of common stock (net of expenses) if the Special Event is the sale (other than through the consummation of a public offering) of voting securities, (3) the amount paid (net of expenses) for the Company's assets (proportionately increased if less than all of such assets are sold), divided by the number of then outstanding shares of the Company's common stock, if the Special Event is the sale of assets, (4) the per share consideration paid to the stockholders of the Company for their shares of the Company's common stock, if the Special Event is a merger (and if such per share consideration includes securities of the surviving entity, than the fair market value of such securities at the time of the merger) or (5) the per share liquidation proceeds paid to the Company's stock holders, if the Special Event is the liquidation or dissolution of the Company, in each instance minus (B) eight dollars and eighty-one cents ($8.81). This special event incentive bonus is being provided not only to recognize the contribution you have made to Sbarro's to date, but in anticipation of the time, effort and commitment you will provide to Sbarro, Inc. in bringing a Special Event to fruition. Sincerely, /s/ Mario Sbarro Mario Sbarro Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----