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EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - CEC ENTERTAINMENT INCd269820dex101.htm

 

 

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): December 13, 2011

 

 

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in charter)

 

 

 

Kansas   1-13687   48-0905805
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

4441 West Airport Freeway

Irving, Texas

  75062
(Address of principal executive offices)   (Zip Code)

(972) 258-8507

(Registrant’s telephone number, including area code)

Not applicable

(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.

On December 13, 2011, the Board of Directors (the “Board”) of CEC Entertainment, Inc. (the “Company”) approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into with each of its directors and the following senior officers of the Company: Michael H. Magusiak, President and Chief Executive Officer; Richard M. Frank, Executive Chairman; Tiffany B. Kice, Executive Vice President, Chief Financial Officer and Treasurer; Jay A. Young, Senior Vice President, General Counsel; Meredith W. Bjorck, Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary; and the Company’s Controller. The Board also authorized the Company to enter into Indemnification Agreements with future directors and senior officers of the Company that may be designated from time to time by the Board.

The Indemnification Agreement supplements and clarifies existing indemnification provisions of the Company’s Second Restated Articles of Incorporation and Amended and Restated Bylaws and, in general, requires the Company, to the extent permitted under applicable law, to indemnify such persons against all expenses, judgments and fines incurred in connection with the defense or settlement of any actions brought against them by reason of the fact that they are or were directors or officers of the Company or any other enterprise to the extent they assumed those responsibilities at the direction of the Company. The Indemnification Agreement also establishes processes and procedures for indemnification claims, advancement of expenses and costs and other determinations with respect to indemnification.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  

Description

10.1    Form of Indemnification Agreement

 

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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 hereunto duly authorized.

    CEC ENTERTAINMENT, INC.

Date: December 16, 2011

    By:     /s/ Tiffany B. Kice
      Tiffany B. Kice
      Executive Vice President, Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Form of Indemnification Agreement

 

4