sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 21, 2005
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LONE STAR STEAKHOUSE & SALOON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19907 48-1109495
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
224 East Douglas, Suite 700, Wichita, KS 67202
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (316) 264-8899
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Not applicable.
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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 (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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On June 21, 2005, Lone Star Steakhouse & Saloon, Inc. (the
"Company"), announced that Jon W. Howie, 37, was named the Company's Chief
Accounting Officer. Mr. Howie has been Controller of the Company since March 13,
2000. Mr. Howie is a Certified Public Accountant and prior to joining the
Company was employed as an Audit Senior Manager with Grant Thornton, LLP ("GT")
from 1999 to 2000. Prior to joining GT, Mr. Howie was employed by Ernst & Young,
LLP ("EY") from 1989 to 1999. While employed at EY he served in many different
professional capacities, including three years of service as an Audit Senior
Manager. Mr. Howie served as an accounting and business advisor to clients in
both the private and public sectors, which included numerous initial public
offerings, as well as secondary offerings and other SEC filings.
Mr. Howie does not have any family relationships with any of the
directors, executive officers, or any people nominated or chosen by the Company
to become a director or executive officer.
Mr. Howie is not a party to any transactions listed in Item 404(a)
of Regulation S-K.
The Company entered into an employment agreement with Mr. Howie
effective as of May 19, 2003, providing for the employment of Mr. Howie as
Controller of the Company. The employment agreement with Mr. Howie provides that
he shall devote his entire business time to the business of the Company. The
Employment Agreement provides a base salary in the amount of $130,000, subject
to increases as determined by the Compensation/Stock Option Committee and
ratified by the Board of Directors. Mr. Howie's base salary was subsequently
increased to $230,000. The employment agreement with Mr. Howie terminates in May
2006. Additionally, the agreement contains non-competition and non-solicitation
provisions which apply for twenty-four months after cessation of employment and
confidentiality provisions which apply for ten years after cessation of
employment.
Item 8.01 OTHER EVENTS.
On June 21, 2005, the Company held its Annual Meeting of
Stockholders (the "Meeting"). At the Meeting, the stockholders re-elected
William B. Greene, Jr. and Fred B. Chaney, Ph.D. to the Board of Directors to
serve until the 2008 Annual Meeting of Stockholders and until their successors
have been duly elected and qualified. As to the newly re-elected Directors,
there were 19,254,891 votes "For" and 554,079 votes "Abstain" for Mr. Greene,
18,713,150 votes "For" and 1,095,820 votes "Abstain" for Fred B. Chaney, Ph.D.
The stockholders ratified the appointment of EY for the year ending December 27,
2005. As to the ratification of auditors, there were 19,485,611 votes "For",
245,450 votes "Against" and 77,909 votes "Abstained".
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.
LONE STAR STEAKHOUSE & SALOON, INC.
Dated: June 27, 2005 By: /s/ John D. White
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Name: John D. White
Title: Executive Vice President