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) April 25, 2007
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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 (Commission (IRS Employer
of 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.
The discussion under Item 5.02 below is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 25, 2007, Applebee's International, Inc. (the "Company") and
Breeden Capital Management LLC and its affiliated investment funds ("Breeden
Capital") entered into an agreement (the "Settlement Agreement") appointing Mr.
Richard Breeden and Mr. Laurence Harris, effective April 26, 2007, to the
Applebee's board and ending the proxy contest that was to occur at the Company's
2007 Annual Meeting of Stockholders. Pursuant to the terms of the Settlement
Agreement, Mr. Breeden and Mr. Harris will be added to the Company's revised
slate of director nominees at the Annual Meeting. The slate of director nominees
to be presented by the Company for election at the 2007 Annual Meeting of
Stockholders will now consist of the following six persons: Mr. Breeden, Mr.
Harris, Jack P. Helms, Lloyd L. Hill, Burton ("Skip") M. Sack, and Michael A.
Volkema. Mr. Hill continues to serve as chairman of the board of directors of
the newly expanded 14-member board.
Effective April 26, 2007, Mr. Breeden is a member of the Strategy
Committee, the Corporate Governance/Nominating Committee and the Executive
Compensation Committee, and Mr. Harris is a member of the Corporate
Governance/Nominating Committee and the Audit Committee.
The Settlement Agreement also calls for Breeden Capital to observe
customary restrictions on conducting proxy contests. These restrictions will
remain in place so long as a Breeden Capital nominee remains on the Board of
Directors of the Company. The Company plans to return to a 12 member board,
including Mr. Breeden and Mr. Harris, by the 2008 Annual Meeting. The Settlement
Agreement also provides for the reimbursement of certain expenses of Breeden
Capital in connection with the proxy contest. The Settlement Agreement is
attached as Exhibit 10.1 hereto and incorporated herein by reference. The press
release announcing the Settlement Agreement is attached as Exhibit 99.1 hereto.
Mr. Breeden has served since 2005 as Chairman and Chief Executive Officer
of Breeden Capital Management LLC, the manager of a series of affiliated
investment funds. He has also served since 1996 as Chairman of Richard C.
Breeden & Co., LLC ("Breeden & Co."), a professional services firm specializing
in strategic consulting, financial restructuring and corporate governance
advisory services. Mr. Breeden is a former Chairman of the U.S. Securities and
Exchange Commission and former Corporate Monitor of WorldCom, Inc. He currently
serves on the Board of Banco Bilbao Vizcaya Argentaria, S.A., of Spain (NYSE:
BBV), one of the 20 largest banks in the world by market capitalization.
Mr. Harris is Of Counsel to the law firm Patton Boggs LLP and was a partner
with the firm from May 2001 until December 2004. From December 1996 to April
2001, Mr. Harris was senior vice president and general counsel of Teligent,
Inc., an international telecommunications company. Mr. Harris serves on the
board of directors and is chairman of the audit committee of Sports Brands
International, Inc., the parent company of FILA, and serves on the board of
directors and is chairman of the audit committee of Inphonic Inc., a seller of
online wireless services and products.
Mr. Breeden and Mr. Harris were appointed to the Board in accordance with
the terms of the Settlement Agreement discussed above. There are no related
party transactions between the Company and Mr. Breeden or Mr. Harris.
Each of them will receive the standard compensation received by outside
members of the Board of Directors. These compensation arrangements are discussed
in the Company's most recent proxy statement filed in connection with the 2007
Annual Meeting of Stockholders. Each of them will also enter into the Company's
standard director and officer indemnification agreement which provides that the
Company will hold them harmless generally to the full extent permitted by
Delaware law.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective April 26, 2007 the Board of Directors of the Company adopted an
amendment to Article III, Section 1 of the Bylaws of the Company, increasing the
possible size of the Board of Directors. Previously, the Bylaws provided that
the number of members of the Board of Directors would be not less than 9 nor
more than 13, with the exact number set by resolution of the Board of Directors.
After the amendment, the Bylaws provide that this number is no less than 9 nor
more than 14, with the exact number set by resolution of the Board of Directors.
The complete text of the amendment is included as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) EXHIBITS. The following exhibits are filed herewith:
3.1 Amendment to Amended and Restated Bylaws of Applebee's
International, Inc. dated April 26, 2007
10.1 Settlement Agreement among Applebee's International, Inc. and
Breeden Capital Management LLC and its affiliated funds dated
April 25, 2007
99.1 Press release of Applebee's International, Inc., dated
April 26, 2007
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: April 30, 2007
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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3.1 Amendment to Amended and Restated Bylaws of Applebee's International,
Inc. dated April 26, 2007
10.1 Settlement Agreement among Applebee's International, Inc. and Breeden
Capital Management LLC and its affiliated funds dated April 25, 2007
99.1 Press release of Applebee's International, Inc., dated April 26, 2007