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: August 02, 1999
(Date of earliest event reported: July 22, 1999)
Family Steak Houses of Florida, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0000784539 59-2597349
(Commission file number) (IRS Employer Identification No.)
2113 Florida Boulevard, Neptune Beach, Florida 32266
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (904) 249-4197
Item 5. Other events.
(a) See press release dated July 22, 1999, copy attached.
(b) The Company also reached agreement with its key management to retain
their services on a going forward basis. Lewis E. Christman, Jr. will
continue to serve as President and Chief Executive Officer.
Edward B. Alexander will continue to serve as Chief Financial Officer.
In addition, William Garrett and Kevin Pickett will continue to serve as
Director of Purchasing and Director of Operations, respectively. Mr. Garrett
will also continue to serve as Secretary of the Corporation. Employment of
the four individuals is now on an at will basis terminable by the Company or
the individual on two weeks notice. Employment is on terms at least
commensurate with salary and benefits payable prior to resignation.
All four employees had resigned from the Company following the election of a
new Board of Directors at the annual meeting of shareholders on July 21st.
As a consequence, they received certain change in control payments as required
by the terms of their employment agreements with the Company. The change in
control payments totaled approximately $900,000 and will have a material
adverse impact on the Company's earnings for the third quarter and this year.
The change in control payments are a one time event and the Company does not
expect any adverse impact on future earnings as a result of the payments.
SIGNATURE
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.
Family Steak Houses of Florida, Inc.
(Registrant)
Date: July 23, 1999 By:__________________________
(Signature)
Print Name: Edward B. Alexander
Its: Chief Financial Officer
Exhibits
The following exhibits are filed as part of this report on Form 8-K, and
this list comprises the Exhibit Index.
No. Exhibit
99 Press release dated July 22, 1999.
Edward B. Alexander
Chief Financial Officer
(904) 249-4l97
July 22, 1999
FAMILY STEAK HOUSES OF FLORIDA, INC.
ELECTS NEW BOARD OF DIRECTORS,
REDEEMS POISON PILL
______________________
NEPTUNE BEACH, FLORIDA - Family Steak Houses of Florida, Inc.
(NASDAQ:RYFL), today announced that at yesterday's annual meeting
of shareholders, Glen F. Ceiley, Jay Conzen, Stephen Catanzaro
and William Means were elected as directors of the Company.
Messrs. Ceiley, Conzen, Catanzaro and Means were nominated as
directors by Bisco Industries, Inc., the Company's largest
shareholder, and were elected following a proxy contest with
incumbent management.
During the annual meeting, Mr. Lewis E. Christman, Jr., Mr.
Edward B. Alexander, Mr. Richard M. Gray, Mr. Joseph M.
Glickstein, Jr. and Mr. G. Alan Howard resigned as directors. As
a result, there are now three vacancies on the Company's Board of
Directors.
Mr. Ceiley indicated that he is very pleased with the election
results and is looking forward to implementing strategies to
enhance shareholder value and working with the current management
team to grow the business.
The Company also announced that at a meeting of the Board of
Directors following the annual meeting, the Board approved the
redemption by the company of its outstanding "poison pill." The
record date for the redemption of the rights is August 16, 1999.
The holders of the outstanding rights as of the record date will
receive $.005 per right in cash. The Board also approved a
resolution providing that Florida's Control Share statute will
not apply to further acquisitions of shares of the Company's
common stock by Mr. Ceiley, Bisco Industries, Inc. or their
affiliates. Mr. Ceiley had previously indicated to the Board that
he was interested in acquiring an additional 10% interest in the
Company in open market transactions or privately negotiated
purchases.
For further information, please contact Edward B. Alexander,
Chief Financial Officer, at (904) 249-4197.
