UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 15, 2004
(Exact Name of Registrant as Specified in Its Charter)
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Texas |
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(State or Other Jurisdiction of Incorporation) |
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0-13875 |
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74-1591073 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6655 Lancer Blvd., San Antonio, Texas |
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78219 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(210) 310-7000 |
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(Registrant’s Telephone Number, Including Area Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Effective September 15, 2004, Lancer Corporation entered into agreements with Mark L. Freitas, Chief Financial Officer, and Christopher D. Hughes, Chief Executive Officer, (each referred to herein as an “Executive”) in relation to compensatory payments by the Company upon termination of the Executive’s employment. The agreements provide that Lancer pay the Executive severance payments in the event that the Executive is terminated by Lancer without cause (as defined in the agreements) or if the Executive terminates his employment with Lancer for good reason (as defined in the agreements). The agreements terminate at the earliest of either (A) September 15, 2009 or (B) three years after a change of control (as defined in the agreements). The agreements are included in this report as Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Agreement by and between Lancer Corporation and Christopher D. Hughes
10.2 Agreement by and between Lancer Corporation and Mark L. Freitas
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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.
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LANCER CORPORATION |
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Date: September 16, 2004 |
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/s/ CHRISTOPHER D. HUGHES |
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Christopher D. Hughes |
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Chief Executive Officer |
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