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
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Date of Report (Date of earliest event reported): October 24, 2018 |
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BOWL AMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
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Maryland |
01- 7829 |
54-0646173 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6446 Edsall Road, Alexandria, VA 22312
(Address of principal executive offices, including zip code)
(703) 941-6300
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2018, the Board of Directors of Bowl America Incorporated (the “Company”) and Mr. Leslie H. Goldberg agreed to an amended employment agreement. The amended employment agreement will expire at the end of the Company’s current fiscal year on June 30, 2019. The terms of the amended employment agreement provide that Mr. Goldberg (i) will continue as President of the Company and (ii) his annual salary will remain at $52,000. The amended employment agreement also provides that if Mr. Goldberg leaves the employ of the Company at the termination of the agreement or becomes disabled during the term thereof so that he cannot carry on his duties as President, he will act as a consultant and will receive $52,000 each year for ten (10) years and, for the remainder of Mr. Goldberg’s life, Mr. Goldberg will have the option to remain covered by the Company’s health insurance plans and will pay the same proportionate amount of the premium as the other officers of the Company; provided that if the Company’s health insurance plans are discontinued or otherwise unavailable to Mr. Goldberg for any reason, the Company will provide for comparable health insurance coverage.
In addition, on October 24, 2018, the Company and Ms. Cheryl Dragoo agreed to a two-year extension of Ms. Dragoo's employment agreement. The extended employment agreement will expire on June 28, 2020. All other terms of the extended employment agreement remain the same as Ms. Dragoo's existing employment agreement with the Company, including that she will continue as Controller, Chief Financial Officer, Senior Vice President and Assistant Treasurer of the Company; provided and her annual salary will be $180,000.
The forgoing summary does not purport to be complete and is qualified in its entirety by the amended employment agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 9.01 (d) Financial Statements and Exhibits.
Exhibit 10.1 Amended Employment Agreement between the Company and Leslie H. Goldberg.
Exhibit 10.2 Amended Employment Agreement between the Company and Cheryl A. Dragoo.
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.
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BOWL AMERICA INCORPORATED |
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Date October 24, 2018 |
By: |
/s/ Leslie H Goldberg |
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Leslie H. Goldberg |
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President |
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Exhibit 10.1
AMENDED EMPLOYMENT AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT is made as of October 24, 2018, by and between BOWL AMERICA INCORPORATED, hereinafter called “Corporation”, and Leslie H. Goldberg, hereinafter called “Goldberg.”
WITNESSETH:
WHEREAS, the Corporation’s prior Employment Agreement with Goldberg expired on July 1, 2018;
WHEREAS, the parties desire to enter into a new employment contract to go into effect as of July 2, 2018; and
WHEREAS, Goldberg is an important and valuable executive with recognized leadership and experience in the bowling industry, and the Corporation deems it to be in its interest and in the interest of its stockholders to secure Goldberg’s services for the Corporation and subsidiaries as may be designated by the Corporation.
NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, the parties hereby agree as follows:
1. The Corporation hereby employs Goldberg, and Goldberg hereby agrees to work for Corporation, for a term of one year commencing as of July 2, 2018, and expiring at the end of Corporation’s next fiscal year on June 30, 2019.
2. Goldberg shall serve as President of the Corporation, performing the functions and duties normally performed by such an officer.
3. Goldberg shall devote his full time and attention to the affairs of the Corporation. In the event of a change in the managerial control of the Corporation, Goldberg shall have the option of not performing any services outside of the Greater Washington, D.C. area.
4. Goldberg shall be entitled by way of remuneration for his services the sum of $52,000 per year to be paid in bi-weekly installments.
5. In the event that Goldberg leaves the employ of the Corporation at the termination of this Agreement or in the event that he becomes disabled during the term of this Agreement so that he cannot carry on his duties as President, he shall act as consultant to the Corporation. The Corporation shall indemnify Goldberg and hold him harmless from liability for acts or decisions made by him while performing consulting services for the Corporation to the greatest extent permitted by applicable law. The Corporation shall use commercially reasonable efforts to obtain coverage for Goldberg under any insurance policy now in force or hereafter obtained insuring officers and directors of the Corporation against such liability for his services as a consultant to the Corporation. He shall receive as compensation an annual sum equal to $52,000, payable in monthly installments each year for a term of ten (10) years. For the remainder of Goldberg’s life, Goldberg shall have the option to remain covered by the Corporation’s health insurance plans and shall pay the same proportionate amount of the premium as the other officers of the Corporation; provided that if the Corporation’s health insurance plans shall be discontinued or otherwise unavailable to Goldberg for any reason, the Corporation shall pay for comparable health insurance coverage for Goldberg for the remainder of Goldberg’s life.
6. This Agreement is purely personal with Goldberg and in the event of his death during the contract period or during the period that he receives income pursuant to Provision No. 5 of this Agreement, then this Agreement shall terminate and the obligations of the Corporation to make any further payments shall cease.
7. Goldberg hereby agrees that he will not associate himself in any manner with any bowling company or other enterprise which is or would be in competition with the Corporation in the Greater Washington, D.C. area; Greater Baltimore, Maryland, area; Greater Richmond, Virginia, area; Greater Jacksonville, Florida, areas; and/or in any other area in which Corporation should open a future bowling center during the period that Goldberg is receiving payments pursuant to Provision No. 5 hereof.
(Remainder of page intentionally left blank; signature page to follow)
IN WITNESS WHEREOF, the parties have executed this Amended Employment Agreement effective as of the date set forth above.
| BOWL AMERICA INCORPORATED | ATTEST: |
| By /s/ Cheryl A Dragoo | By: /s/ Albert B Young |
| Cheryl A. Dragoo | Albert B. Young |
| Senior Vice President and CFO | Assistant Secretary |
/s/ Leslie H Goldberg
Leslie H. Goldberg
Individually
Exhibit 10.2
AMENDED EMPLOYMENT AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT is dated as of October 24, 2018, by and between BOWL AMERICA INCORPORATED, hereinafter called “Corporation”, and Cheryl A. Dragoo, hereinafter called “Dragoo.”
WITNESSETH:
WHEREAS, the Corporation's prior Employment Agreement with Dragoo expired on July 1, 2018; and
WHEREAS, the parties desire to enter into a new employment contract to go into effect as of July 2, 2018.
NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, the parties hereby agree as follows:
1. The Corporation hereby employs Dragoo, and Dragoo hereby agrees to work for Corporation, for a term of two (2) fiscal years commencing as of July 2, 2018, and expiring at the end of Corporation's then-current fiscal year on June 28, 2020.
2. Dragoo shall serve as Controller, Chief Financial Officer, Senior Vice President and Assistant Treasurer of the Corporation, performing the functions and duties normally performed by a Controller, Chief Financial Officer, Senior Vice President and Assistant Treasurer.
3. Dragoo shall devote her full time and attention to the affairs of the Corporation.
4. The Corporation shall pay Dragoo as remuneration for her services the sum of $180,000 for the fiscal year of the Corporation commencing as of July 2, 2018 and ending on June 28, 2020, to be paid in bi-weekly installments.
5. This Agreement is purely personal with Cheryl A. Dragoo and in the event of her death or total disability during the contract period, this Agreement shall terminate and the obligations of the Corporation to make any further payments shall cease.
| BOWL AMERICA INCORPORATED | ATTEST: |
| By: /s/Leslie H Goldberg | By: /s/ Albert B Young |
| Leslie H. Goldberg | Albert B. Young |
| President | Assistant Secretary |
/s/ Cheryl A Dragoo
Cheryl A. Dragoo
Individually