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) November 16, 2004
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Applebee's International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-17962 43-1461763
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
(913) 967-4000
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(Registrant's telephone number, including area code)
None
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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:
[ ] 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 November 16, 2004, Applebee's International, Inc. (the "Company") and
Rohan St. George, president of the Company's international division, entered
into the Company's standard form of Change in Control and Noncompete Agreement
(the "Agreement"). The Agreement offers Change in Control Benefits (as defined
in the Agreement) to Mr. St. George in the event of a change in control of the
Company. Additionally, the Agreement sets forth certain obligations that Mr. St.
George has agreed to with regard to non-competition, non-solicitation,
maintaining confidential information and ownership of any discoveries.
The Agreement has a three-year term at which time it automatically extends
for additional terms of one year each. During the term of the Agreement, Mr. St.
George is eligible for the following Change in Control Benefits in the event of
a "change in control" (as defined in the Agreement) of the Company: (1) a cash
bonus payment (calculated as follows: (a) the sum of Mr. St. George's annual
salary before the change in control plus the greater of (i) his average bonus
for the three fiscal years preceding the change of control, or (ii) his target
bonus for the fiscal year in which his employment terminates), (b) divide that
sum by 12, and (c) multiply the result by 20 (or by 24, if Mr. St. George is a
member of the Company's Senior Team at the time of the change in control)), (2)
payment by the Company of the Company's health plan (or equivalent plan)
premiums for Mr. St. George and his family for a period of at least 20 months,
and (3) immediate vesting of any stock options and restricted shares awarded.
To become eligible for the Change in Control Benefits, a change in control
of the Company must occur and Mr. St. George's employment with the Company (or
its successor) must be terminated within 18 months of the change in control
either by the Company without cause or by Mr. St. George for good reason (each
as defined in the Agreement). If Mr. St. George is terminated by the Company
without cause or resigns for good reason, and he has met the eligibility
requirements under the Company's Executive Retirement Plan, he will retain that
eligibility in addition to the Change in Control Benefits.
Mr. St. George has agreed to the following: (1) to use his best efforts and
exercise utmost diligence to protect and safeguard the trade secrets and
confidential and proprietary information of the Company, (2) to fully inform the
Company of and disclose to the Company all "discoveries" (as defined in the
Agreement), (3) to not, without the prior written consent of the Board, engage
in or render any services to any business engaged in the casual dining
restaurant industry in North America or any country where the Company or its
franchisees operate, during the period of his employment and until the first
anniversary of his termination of employment, and (4) to not solicit or induce
any other employee of the Company to terminate his employment for the purpose of
joining any other business engaged in the casual dining restaurant industry or
any other such segment of the restaurant industry in which the Company may
become involved during the period of his employment and until the first
anniversary of his termination of employment.
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Item 9.01. Financial Statements and Exhibits.
(c) EXHIBITS.
10.1 Form of Change in Control and Noncompete Agreement (incorporated
by reference to Exhibit 10.4 of the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 26, 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.
Date: November 16, 2004
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
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