Donn Mitchell announcement as Chief Financial Officer
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): January 18, 2006 (January 13,
2006)
ISLE
OF CAPRI CASINOS, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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0-20538
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41-1659606
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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1641
Popps Ferry Road, Biloxi, Mississippi
(Address
of principal executive offices)
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39532
(Zip
Code)
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(228) 396-7000
(Registrant's
telephone number, including area code)
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:
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.245)
[
]
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
January 13, 2006, the Company announced the appointment of Donn
Mitchell II as chief financial officer of the Isle of Capri Casinos, Inc.
(Company). Mitchell
joined the Company in 1996 as senior director of finance and most recently
served as interim chief financial officer for the Company. Mitchell
is thirty-seven years old. A
copy of
the announcement is attached hereto as Exhibit 99.1 and incorporated herein
by
reference.
As
a
result of this announcement, the Company entered into an employment
agreement dated January 13, 2006 with Mitchell. The agreement states
that Mitchell will be compensated a base annual salary of $250,000, subject
to increases as
may be
determined by the Company. Mitchell is
eligible to participate in the stock option, bonus and other benefit plans
made
available to officers of the Company. The employment
agreement is for an initial term of one year and is renewable for
successive one-year periods thereafter. In the event of termination
without cause, Mitchell shall be entitled to a maximum period of salary
and benefit continuation of 12 months, or until new employment begins,
whichever occurs first. Additionally, in the event of death or
disability, the maximum period of salary and benefit continuation is
18 months, in addition to a lump sum payment equal to the average of the
previous three years’ bonus payment, inclusive of deferred amounts. If Mitchell
has a significant reduction in duties or is required to move his residence
following a change of control of the Company, Mitchell shall be entitled to
salary and benefit continuation for a period of 18 months or until new
employment begins, whichever occurs first; a lump sum payment equal to the
average of the previous three years’ bonus payment, inclusive of deferred
amounts, vesting of all stock options, and payment of all deferred
bonuses. Mitchell is subject to obligations of confidentiality
indefinitely, and non-competition and non-solicitation during the period of
employment and for one year following termination of
employment. A
copy of
the agreement is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
To
the extent
applicable, the disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
Exhibit
No.
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Description
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99.1
99.2
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Notification
dated January 13, 2006
Employment
Agreement dated January 13,
2006
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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 thereunto
duly authorized.
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ISLE
OF CAPRI CASINOS, INC.
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Date:
January 18, 2006
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By:
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/s/ DONN
MITCHELL II
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Name:
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Donn
Mitchell II
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Title:
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Chief
Financial Officer
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