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): August 25, 2004
Denny's Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-18051 13-3487402
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
203 East Main Street, Spartanburg, SC 29319-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (864) 597-8000
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(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 (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.
The stockholders of Denny's Corporation (the "Company") approved the Denny's
Corporation 2004 Omnibus Incentive Plan (the "Plan") at a special meeting of
stockholders held on August 25, 2004. The purpose of the Plan is to promote the
Company's success by linking the personal interests of its employees, officers,
directors and consultants to those of its stockholders, and by providing
participants with an incentive for performance. The Plan is administered by the
Compensation Committee of the Board of Directors or the Board of Directors as a
whole. Ten million shares of the common stock of the Company are reserved for
issuance upon the grant or exercise of awards pursuant to the Plan.
The Plan authorizes the granting of incentive awards from time to time to
selected employees, officers directors and consultants of the Company and its
affiliates. Awards may be in any of the following forms: (i) options to purchase
shares of common stock, which may be non-qualified stock options or incentive
stock options under the U.S. tax code (the "Code"); (ii) stock appreciation
rights; (iii) performance awards; (iv) restricted stock; (v) restricted stock
units; (vi) deferred stock units; (vii) dividend equivalents; (viii) other
stock-based awards in the discretion of the Compensation Committee, including
unrestricted stock grants; and purely cash-based awards. The Compensation
Committee may designate any award other than a market-priced option or stock
appreciation right as a qualified performance-based award in order to make the
award fully deductible without regard to the $1,000,000 deduction limit imposed
by Code Section 162(m), in accordance with the Plan.
Pursuant to the Plan, on November 10, 2004, the Company granted awards of stock
options ("Options") and restricted stock units ("RSUs") to its executive
officers in amounts set forth in the table below. The Options are exercisable
for $2.42 per share, and vest in 33 1/3% increments on December 29, 2004, 2005
and 2006, contingent upon the achievement of an increase in same store sales for
the fourth quarter of 2004 and certain individual employee performance goals.
The RSUs vest after five years of continued employment with the Company, subject
to accelerated performance-based vesting as follows: up to one-third of the RSUs
may be earned and will vest on each of June 30, 2005, 2006 and 2007, based on
the Company's total shareholder return compared with a peer group over the
12-month period preceding the applicable vesting date. Vested RSUs will be
settled 50% on the one-year anniversary of the vesting date and 50% on the
two-year anniversary of the vesting date, and will be paid one-half in cash and
one-half in stock, based on a 1-for-1 conversion with the fair market value of
the Company's common stock on the date of settlement.
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Executive Officer Number of Options Number of RSUs
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Nelson Marchioli, President and 1,000,000 1,000,000
Chief Executive Officer
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Rhonda J. Parish, Executive Vice 300,000 300,000
President, General Counsel and
Secretary
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Margaret L. Jenkins, Senior Vice 270,000 270,000
President, Chief Marketing Officer
Denny's Inc.
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Andrew F. Green, Senior Vice President 270,000 270,000
and Chief Financial Officer
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Janis S. Emplit, Senior Vice President 270,000 270,000
for Strategic Services
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Linda G. Traylor, Senior Vice President, 200,000 200,000
Human Resources
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Mounir N. Sawda, Vice President, 80,000 80,000
Franchise Development of Denny's Inc.
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Gustave E. Gelardi, Division Vice 75,000 75,000
President, Operations of Denny's Inc.
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Craig E. Herman, Division Vice 75,000 75,000
President, Operations of Denny's Inc.
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Samuel M. Wilensky, Vice President, 75,000 75,000
Franchise Operations of Denny's Inc.
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The Plan and the form of Stock Option Award Agreement for option grants pursuant
to the Plan are filed as Exhibits 99.1 and 99.2 to this report and are
incorporated herein by reference.
Item 5.02 Election of Directors.
On November 15, 2004, the Company issued a press release announcing the November
12, 2004 appointment of Henry Nasella to the Company's Board of Directors (the
"Board"). A copy of the press release is attached as Exhibit 99.3 hereto and
incorporated herein by reference. Mr. Nasella will serve as a director for the
remaining term which is set to run until the next annual meeting of the
Company's stockholders and until a successor is elected. Mr. Nasella will also
serve on the Audit and Finance Committee of the Board.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Denny's Corporation 2004 Omnibus Incentive Plan (incorporated
by reference to Appendix B to the Definitive Proxy Statement
filed by the Company on August 2, 2004).
99.2 Form of Stock Option Award Agreement for option grants
pursuant to the Plan (incorporated by reference to Exhibit
99.2 to the Form S-8 Registration Statement filed by the
Company on October 29, 2004).
99.3 Press release of Denny's Corporation dated November 15, 2004.
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 hereunto duly authorized.
DENNY'S CORPORATION
By: /s/ Andrew F. Green
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Andrew F. Green
Senior Vice President and
Chief Financial Officer
Date: November 15, 2004