UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): May 22, 2007
MEXICAN
RESTAURANTS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-28234
|
76-0493269
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
Identification
No.)
|
|
1135
EDGEBROOK
|
77034-1899
|
|
|
HOUSTON,
TEXAS
|
(Zip
Code)
|
|
|
(Address
of Principal Executive Offices)
|
Registrant's
telephone number, including area code: (713) 943-7574
(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 number 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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May
22, 2007 the Board of Directors of Mexican Restaurants, Inc (the “Company”)
approved issuing a variety of long term incentives to Curt Glowacki, President
and Chief Executive Officer.
The
Board
of Directors granted Mr. Glowacki 60,000 Long Term Incentive Performance
Units,
with each unit being equivalent to the market value of one share of the
Company’s common stock. The grant is subject to approval by the Company’s
shareholders. These units will be earned if the Company’s common stock trades at
or above $20.00 per share, and the Company has a change of control at that
price
or higher within five years from the date of grant.
The
Board
of Directors also granted Mr. Glowacki an option to purchase 50,000 shares
of
the Company’s common stock. This option will vest over a five-year period,
at the following annual rates: 0%, 10%, 20%, 30%, and 40%. Upon a change
of
control, the option will accelerate and become fully vested.
Additionally,
the Board of Directors granted Mr. Glowacki 10,000 shares of restricted common
stock, which vest ratably over a four-year period. The Board of Directors
also
agreed to grant Mr. Glowacki 10,000 shares of restricted stock each year
for the
next four years, with such grants also vesting ratably over a four-year period.
Mr. Glowacki must be an employee on the dates of such grants, and through
the
pertinent vesting schedules. The grant vesting schedules would accelerate
upon a
change of control in the Company.
As
a
condition to each of the awards described above, Mr. Glowacki agreed to purchase
20,000 shares of the Company’s common stock on the open market within the next
12 months.
As
reported in the initial Form 8-K filing concerning Mr. Glowacki’s appointment as
President and Chief Executive Officer effective on April 4, 2007, Mr. Glowacki
is receiving an annualized base salary for 2007 in the amount of $275,000,
and
an annualized car allowance of $12,000.
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:
May
25, 2007
MEXICAN
RESTAURANTS,
INC.
By:
/s/
ANDREW J. DENNARD
Andrew
J.
Dennard
Exec.
Vice President,
Chief
Financial
Officer,
Treasurer and
Corporate
Secretary