SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 9, 2005
RARE HOSPITALITY INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Georgia 0-19924 58-1498312
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
8215 Roswell Rd, Bldg. 600, Atlanta, GA 30350
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(Addresses of Principal Executive Offices, including Zip Code)
(770) 399-9595
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(Registrant's Telephone Number, including Area Code)
_________________________________________
(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))
Section 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On February 15, 2005, RARE Hospitality International Inc. (the "Company")
announced that Benjamin A. Waites, 43, has been promoted to Chief Accounting
Officer, Vice President and Corporate Controller, effective as of February 9,
2005. Mr. Waites, a certified public accountant and an eight-year veteran at the
Company, has served as Vice President and Corporate Controller since April 1999
and served as Corporate Controller from April 1997 through April 1999. Mr.
Waites is 43 years old. Through its subsidiary, RARE Hospitality Management,
Inc., the Company and Mr. Waites are parties to an employment agreement (the
"Waites Employment Agreement") dated December 15, 2003. The Waites Employment
Agreement has a term that continues from year to year as employment at will
until it is terminated by the Company or Mr. Waites for any reason. Mr. Waites
currently receives an annual salary of $180,000. He currently receives an annual
bonus of up to 45% of his annual salary, as determined and paid in accordance
with a bonus program for executives of the Company. The Waites Employment
Agreement provides for certain death and disability benefits to Mr. Waites, as
well as certain additional payments, in the event that the Company terminates
Mr. Waites' employment without Cause (as defined in the agreement) or in the
event of a Change in Control (as defined in the agreement). It also contains
certain provisions relating to unauthorized disclosure of confidential
information, recognition of proprietary rights, non-competition and
non-solicitation. Without the consent of the Company, Mr. Waites may not compete
with the Company during his employment and for a period of twelve (12) months
thereafter.
The full text of the Employment Agreement, dated as of December 15, 2003,
is set forth in Exhibit 10.1 hereto.
The full text of the press release is set forth in Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement, dated as of December 15, 2003, by and
between RARE Hospitality Management, Inc. and Benjamin Waites
99.1 Press Release, Dated February 15, 2005
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.
RARE Hospitality International, Inc.
By: /s/ W. Douglas Benn
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Name: W. Douglas Benn
Title: Executive Vice President, Finance and
Chief Financial Officer
Date: February 15, 2005
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