- Current report filing (8-K)
21 February 2009 - 8:53AM
Edgar (US Regulatory)
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, 2009
THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
|
INDIANA
|
0-8445
|
37-0684070
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
of
incorporation)
|
|
Identification
No.)
|
|
|
|
36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana
|
46204
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant's
telephone number, including area code: (317)
633-4100
|
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 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
5.02
DEPARTURE OF DIRECTORS
OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
February
17, 2009, David C. Milne, the Vice President, General Counsel and Corporate
Secretary of The Steak n Shake Company (the “Company”), resigned from his
positions with the Company and its affiliated entities.
In conjunction with his
resignation
,
Mr.
Milne entered into
an agreement with the
Company (the “Separation Agreement”), which supersedes all other severance or
employment agreements. The Company's obligations to Mr. Milne under
the Separation Agreement are the same as those set forth in the First Amendment
to Change in Control Benefits Agreement, dated April 22, 2008, between
Mr. Milne
and the Company, the form of which was attached as Exhibit 10.04 to the
Company’s Form 10-Q filed May 19, 2008.
Under
the Separation
Agreement, Mr. Milne will receive as severance
com
pensation
an amount equal to one year of
his current salary, which is subject to offset by any salary Mr. Milne
earns
from a subsequent employer. He may also receive a pro rata amount
under a bonus plan that may be established by the Compensation
Committee. At this time there is no definitive plan in place under
which a payment would be calculated. Mr. Milne will receive coverage
under the Company’s group medical plans (or payment for COBRA coverage) for up
to one year or until he is eligible to participate in a group health plan
offered by a subsequent employer and use of a Company-owned automobile
for up to
60 days or until he is provided with the use of an automobile by a subsequent
employer.
The
foregoing
is qualified in its entirety by the full text of the agreement, a copy
of which
is attached hereto as Exhibit 10.1, and the information set forth therein
is
incorporated herein by reference as part of this item.
Item
9.01
FINANCIAL STATEMENTS
AND EXHIBITS
(d)
|
Exhibits
|
|
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Separation
Agreement between the Steak n Shake Company and David C.
Milne
|
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.
THE
STEAK N SHAKE
COMPANY
By:
/s/
Sardar
Biglari
Sardar
Biglari
Executive
Chairman and Chief Executive Officer
Dated:
February 20, 2009
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