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) June 3, 2009
OSI
RESTAURANT PARTNERS, LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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1-15935
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59-3061413
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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
Identification
No.)
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2202
North West Shore Boulevard, Suite 500, Tampa, Florida 33607
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code (813) 282-1225
N/A
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
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On June
3, 2009, OSI Restaurant Partners, LLC (the “Company”) and Paul E. Avery executed
a Separation Agreement (the “Separation Agreement”) in connection with Mr.
Avery’s retirement as Chief Operating Officer of the Company, effective as of
July 1, 2009. Subject to the execution of a release agreement and the
continued compliance with his obligations under the Separation Agreement and
certain of his obligations under his Employment Agreement, the Company has
agreed to provide Mr. Avery with certain retirement pay and benefits,
including:
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·
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a
payment of $1,668,525.00, payable in 12 monthly installments, which
represents the sum of (i) 12 months of Mr. Avery’s base salary at the rate
in effect on July 1, 2009 and (ii) an adjusted average of the annual
bonuses paid to Mr. Avery in respect to the prior three
years;
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·
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a
pro-rata annual bonus in respect of the 2009 fiscal year, determined based
on actual performance, which shall be paid within 90 days of December 31,
2009; and
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·
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monthly
reimbursement for Consolidated Omnibus Budget Reconciliation Act premiums,
if applicable, with respect to Mr. Avery’s participation in the Company’s
group medical, dental and vision insurance plans for up to 18 months
following July 1, 2009, and reimbursement for health insurance
for up to an additional 18-month period, up to a maximum of
$2,400.00 per month.
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In
addition, Kangaroo Holdings, Inc., the Company’s ultimate parent (“Holdings”),
has agreed to accelerate the vesting of Mr. Avery's restricted Holdings shares,
as well as to provide that Mr. Avery's vested options to purchase Holdings stock
will remain exercisable until the earlier of (x) the seventh anniversary of the
grant date of such options, (y) the first anniversary of an initial public
offering of Holdings or (z) a change in control of Holdings.
A copy of
the press release issued by the Company announcing Mr. Avery’s retirement is
included as Exhibit 99.1 to this Form 8-K.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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99.1
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Press
release, dated June 4, 2009.
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SIGNATURE
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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.
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OSI
RESTAURANT PARTNERS, LLC
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(Registrant)
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Date: June 9,
2009
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By:
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/s/ Dirk
A. Montgomery
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Dirk
A. Montgomery
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Chief
Financial Officer
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