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
Date of
Report (Date of earliest event reported) November 18,
2008
MGP
Ingredients, Inc.
(Exact
name of registrant as specified in its charter)
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KANSAS
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0-17196
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48-0531200
|
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Commercial Street
Box
130
Atchison,
Kansas 66002
(Address
of principal executive offices) (Zip Code)
(913)
367-1480
(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 (see General Instruction A.2. below):
[
] 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))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
On
November 18, 2008, the Company entered into a Separation Agreement and Release
of Claims, dated as of November 4, 2008, with Brian Cahill, who was
involuntarily terminated on November 4 as a result of an internal
restructuring. Pursuant to the Separation Agreement, Mr.Cahill has
released the Company from all claims arising out of his employment and
termination of employment and agreed to a one year non-competition period which
restricts his ability to approach customers of the Company. In
return, the Company has agreed to the following. Under the Separation
Agreement, it will (i) pay Mr. Cahill $3,965 a week through January 2 , 2009
and one payment of $206,200 in January 2009. It also will pay
or reimburse him for 85% of his family premium for COBRA health care
coverage through December 27, 2009 and provide $15,000 for an
outplacement program. He also is being permitted to receive a prorata
portion of outstanding restricted share awards. Pursuant to this provision, he
will receive 14,500 shares of stock. Mr. Cahill also will be
entitled to vested benefits under the Company’s ESOP and 401k plans, to exercise
options to the extent permitted under the company’s option plan and to continue
his long term care policy at his cost.
Item
9.01 Financial
Statements and Exhibits
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10.1
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Separation
Agreement and Release of Claims between Brian Cahill and MGP Ingredients,
Inc. dated as of November 4, 2008.
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10.2
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Agreement
with Brian Cahill as to Award of Restricted Shares Granted Under the Stock
Incentive Plan of 2004 with respect to Fiscal 2008 (Similar agreements
have been made with the following named executive officers as to the
number of shares indicated following their respective names Timothy W.
Newkirk – 17,695; Robert Zonneveld – 10,772; Randy M. Schrick -
13,530; and Donald Coffey –
10,834.)
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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.
MGP INGREDIENTS,
INC.
Date: November
21,
2008 By: /s/
Timothy W. Newkirk
President and Chief Executive Officer