UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2011
STEWART ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA (State or other jurisdiction of incorporation) |
1-15449 (Commission File Number) |
72-0693290 (I.R.S. Employer Identification No.) |
1333 South Clearview Parkway Jefferson, Louisiana (Address of principal executive offices) |
70121 (Zip Code) |
(504) 729-1400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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:
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers |
(c) On January 28, 2011, Stewart Enterprises, Inc. (the Company) filed a Current Report on
Form 8-K (the Initial Report) to announce certain management changes, including the appointment
of Thomas M. Kitchen as the Companys next President and Chief Executive Officer and Mr. Lewis J.
Derbes, Jr. as the Companys next Chief Financial Officer, with each such appointment to be
effective as of April 7, 2011. Mr. Kitchen, who currently serves as the Companys Senior Executive
Vice President and Chief Financial Officer, is also currently a director of the Company, and has
been re-nominated for election at the annual meeting to another one-year term. Mr. Derbes
currently serves as the Companys Senior Vice President of Finance, Secretary and Treasurer, and
will continue to serve as the Companys Senior Vice President, Secretary, and Treasurer.
This Amendment to the Initial Report is being filed pursuant to instruction 2 to Item 5.02 for
the sole purpose of amending and supplementing Item 5.02(c) of the Initial Report to reflect equity
awards granted to Messrs. Kitchen and Derbes subsequent to the filing of the Initial Report but
that were made in connection with their new appointments. The contents of the Initial Report are
incorporated by reference herein.
On January 28, 2011, the compensation committee (the Committee) of the Companys board of
directors approved the following equity grants to Messrs. Kitchen and Derbes, in consideration of
their new responsibilities. All of these equity grants were made under the Stewart Enterprises,
Inc. 2010 Stock Incentive Plan, the general terms and conditions of which are disclosed and
described in the Companys 2010 definitive proxy statement, which is on file with the Securities
and Exchange Commission.
Grants of Options. Mr. Kitchen received options to purchase 70,000 shares of the Companys
Class A common stock and Mr. Derbes received options to purchase 45,000 shares of Class A common
stock. For each executive, the options will vest one-fourth per year on December 8 of 2011, 2012,
2013, and 2014. The options were granted at a price of $6.34 per share of Class A common stock and
will expire on December 8, 2017.
Grants of Performance-Based Restricted Stock. The Committee granted Mr. Kitchen 40,000 shares
of restricted Class A common stock and Mr. Derbes 22,000 shares of restricted Class A common stock.
For each executive, these shares will vest one-third per year on October 31 of 2011, 2012, and
2013, provided that the price of a share of Class A common stock reaches or exceeds certain target
prices for a period of at least 20 consecutive trading days during that fiscal year ($7, $8, and
$9, for fiscal years 2011, 2012, and 2013, respectively). Any shares that do not vest based on the
2011 or 2012 targets may be carried forward and will vest in the subsequent year if that years
price target is met. However, any shares that do not vest based on the 2013 targets, including any
carried forward from 2011 or 2012, will be forfeited.
SIGNATURE
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.
STEWART ENTERPRISES, INC. |
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February 2, 2011 | /s/ Angela M. Lacour | |||
Angela M. Lacour | ||||
Vice President Corporate Controller Chief Accounting Officer |
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