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 8, 2005
GRILL CONCEPTS, INC.
(Exact name of registrant as specified in Charter)
Delaware 0-23226 13-3319172
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
11661 San Vicente Blvd., Suite 404
Los Angeles, California 90049
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(Address of Principal Executive Offices)(Zip Code)
310-820-5559
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(Issuer Telephone number)
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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 obligations 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 August 8, 2005, Grill Concepts, Inc.'s Compensation Committee approved salary
increases for Michael Weinstock, Chairman and Executive Vice President of the
company, and Philip Gay, Executive Vice President and Chief Financial Officer of
the company. Mr. Weinstock's salary was increased, retroactive to July 1, 2005,
from $155,000 to $161,200 annually. Mr. Gay's salary was increased, effective
July 12, 2005, from $209,155 to $234,155.
The Compensation Committee also approved stock option grants to various
employees, including Philip Gay and John Sola, Vice President - Operations and
Development. Both Mr. Gay and Mr. Sola were granted 10-year options, vesting
ratably over 5 years, to purchase 7,000 shares of common stock at $4.22 per
share.
The Compensation Committee also approved the entry into change of control
agreements with Mr. Weinstock and Mr. Gay, as well as John Sola and Louie
Feinstein, pursuant to which each would be entitled to payments in an amount
equal to 1.5 times their annual salary in the event of termination of their
employment following a change in control of the company. The specific terms of
the change of control arrangement will be set forth in a formal Change in
Control Agreement which will be described in detail and filed as an exhibit to
Form 8-K when executed.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Stock Option Agreement
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.
GRILL CONCEPTS, INC.
Dated: August 22, 2005
By: /s/ Philip Gay
Philip Gay
Executive Vice President and
Chief Financial Officer