UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 3, 2005
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 File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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)
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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.
On October 3, 2005, Denny's Corporation (the "Company") granted awards of
restricted stock units ("RSUs") pursuant to the Denny's Corporation 2004 Omnibus
Incentive Plan, to F. Mark Wolfinger (Senior Vice President and Chief Financial
Officer of the Company) and Craig E. Herman (Senior Vice President, Company
Operations) in the amounts of 300,000 and 150,000, respectively.
Up to one-third of the RSUs may be earned in each of 2006, 2007, and 2008,
based on the Company's total shareholder return compared with a peer group over
an October 1, 2005 to June 30, 2006 time frame for 2006 and a July-to-June time
frame for 2007 and 2008. All of the RSUs, however, will be earned after five
years of continued employment with the Company. Earned RSUs will be paid
one-half in cash and one-half in stock, based on a 1-for-1 conversion with the
Company's common stock, with 50% of an award being paid one year after the award
is earned and the remaining 50% being paid after two years, contingent upon the
respective executive officer's continued employment with the Company.
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
Date: October 6, 2005
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Rhonda J. Parish
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary