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): May 17, 2007 (May 15, 2007)
J. ALEXANDER’S CORPORATION
(Exact name of registrant as specified in its charter)
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| Tennessee
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1-08766
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62-0854056 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17
CFR 240.14d-2(b))
o 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 May 15, 2007, at the 2007 Annual Meeting of Stockholders (the “2007 Annual
Meeting”) of J. Alexander’s Corporation (“the Company”), the stockholders approved the Amended and
Restated 2004 Equity Incentive Plan (the “Plan”).
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amendments to the Plan add an additional 300,000 shares of the Company’s Common Stock set aside for
issuance under the Plan, bringing the total number of shares under the Plan to 670,000. In
addition, shares that are currently subject to outstanding awards under the 1994 Employee Stock
Incentive Plan (“1994 Plan”), when and if any such awards are forfeited or terminated without the
delivery of shares under the 1994 Plan, will become available for grant under the Plan as amended.
In addition to adding shares available for grant, the amendments:
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increase the limit on the number of shares of restricted stock and restricted share unit
awards and other similar stock-based awards that the Compensation Committee can grant from
75,000 to 100,000 shares; |
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increase the limit on the maximum number of options or Stock
Appreciation Rights that a participant may be granted in any calendar
year to 250,000 shares; and |
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make changes related to (i) award agreements for share-based awards; (ii) compliance
with Section 409(a) of the Internal Revenue Code relating to deferral of compensation and (iii)
limitations on the Company’s ability to amend the Plan without
shareholder approval. |
A more detailed summary of the material features of the Amended and Restated Plan is set forth
in the Company’s definitive proxy statement for the 2007 Annual Meeting, filed with the Securities
and Exchange Commission (the “SEC”) on April 17, 2007 (the “Proxy Statement”). The foregoing
summary and the summary in the Proxy Statement do not purport to be complete and are qualified in
their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.01 to this
Current Report on Form 8-K and is incorporated herein by reference.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
The disclosure set forth above in item 1.01 is hereby incorporated by reference. On May 15,
2007, the Compensation/Stock Option Committee of the Company’s
Board of Directors approved grants of stock options to Lonnie
J. Stout II, the Company’s Chairman, President and Chief
Executive Officer, R. Gregory Lewis, the
Company’s Chief Financial Officer and Secretary, J. Michael Moore, the Company’s Vice President,
Human Resources and Administration, and Mark A. Parkey, the Company’s Vice President and Controller.
Lonnie J. Stout II was granted 50,000 incentive stock options at an exercise price equal to the
grant date closing price on the American Stock Exchange ($13.09 per share) and 175,000 stock options at an exercise
price equal to $15.00. R. Gregory Lewis, was granted 25,000 incentive stock options at an exercise
price equal to the grant date closing price on the American Stock
Exchange ($13.09 per share). Mark
A. Parkey was granted 20,000 incentive stock options at an exercise price equal to the grant date
closing price on the American Stock Exchange ($13.09 per share). J. Michael Moore was also granted 20,000 incentive stock options
at an exercise price equal to the grant date closing price on the
American Stock Exchange ($13.09 per share). All of the option
grants vest over four years with twenty-five percent of the options vesting each year on the
anniversary of the grant date and expire seven years from the grant
date. The options are intended to be incentive stock options to
the extent permitted under Section 422 of the Internal Revenue Code. Additionally, the Form of 2007 Incentive Stock Option Agreement is
filed as Exhibit 10.02 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
The
following exhibits are filed herewith:
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