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): June 22, 2005
Shells
Seafood Restaurants, Inc.
(Exact
name of issuer as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
0-28258
|
65-0427966
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
16313
N.
Dale Mabry Hwy, Suite 100, Tampa, FL 33618
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code (813)
961-0944
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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item
1.01. Entry
into a Material Definitive Agreement.
On
June
22, 2005, the Board of Directors of Shells Seafood Restaurants, Inc. (the
“Company”) approved certain compensation arrangements with respect to certain
members of its Board of Directors as described below.
The
Company’s Board of Directors approved cash compensation to its non-employee
board members in the amount of $10,000 annually per non-employee board member.
The cash compensation is to be paid for services rendered in connection with
the
board members’ service as directors of the Company. The compensation is to be
retroactively applied to June 22, 2005 (the date of the Company’s Annual Meeting
of Stockholders at which each such non-employee director was re-elected to
the
Board), payable ratably by fiscal quarter with the first payment to be prorated
and paid upon the end of the 2005 third fiscal quarter.
In
connection with the Company’s endeavors to appoint an independent financial
expert to serve as chairperson of the Company’s Audit Committee (“Audit
Chairperson”), the Company’s Board of Directors approved compensation to be paid
to the future-appointed independent Audit Chairperson, in addition to the
cash
compensation described in the above paragraph, as follows: (i) cash
compensation of $10,000 annually, payable ratably by fiscal quarter with
the
first payment to be prorated and paid upon the end of the 2005 third fiscal
quarter and (ii) options to acquire 30,000 shares of the Company’s Common Stock
in accordance with the Company’s 2002 Employee Incentive Plan.
The
remaining components of non-employee director compensation policy remain
unchanged from those described in the Company’s Proxy Statement for its 2005
Annual Meeting of Shareholders.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
None.
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.
SHELLS
SEAFOOD RESTAURANTS, INC.
(Registrant)
By:
/s/ Warren Nelson
Name:
Warren Nelson
Title:
Chief Financial Officer
Dated:
July 11, 2005