s8k.htm
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): August 16,
2007
Strategic
Hotels & Resorts, Inc.
(Exact
Name of Registrant as specified in its charter)
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Maryland
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001-32223
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33-1082757
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(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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77
West Wacker Drive, Suite 4600, Chicago, Illinois 60601
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (312)
658-5000
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 1.01 Entry
into a Material Definitive
Agreement.
On
August 16, 2007 (the “Effective Date”), Strategic Hotels &
Resorts, Inc. (the “Company”) entered into a consulting agreement (the
“Agreement”), with David M.C. Michels, a member of the Company’s board of
directors, pursuant to which Mr. Michels will provide certain consulting
services to the Company relating to the Company’s European
strategy. Pursuant to the Agreement, Mr. Michels will receive, among
other things, (i) annual compensation of $500,000, paid monthly, in arrears,
(ii) an annual stipend of $25,000, paid monthly, to defray Mr. Michels’
administrative expenses in performing his duties under the Agreement and (iii)
7,681 restricted stock units, issued under the Company’s 2004 Incentive Plan,
which shall vest in three equal installments commencing on the first anniversary
of such grant, provided that Mr. Michels is still providing services to the
Company, either as a consultant, director or employee, on such vesting
dates.
The
initial term of the Agreement is 12 months commencing on the Effective Date
but
will continue indefinitely thereafter unless terminated by either Mr. Michels
or
the Company in accordance with the Agreement. In addition, both
Mr. Michels and the Company have the right to terminate the Agreement by
providing 180 days advance written notice at any time after 6 months after
the
Effective Date (the “Necessary Notice”). Among other things, the Agreement
provides that (i) if the Company terminates Mr. Michels’ engagement without
“cause” (as defined in the Agreement), during the first 12 months after the
Effective Date, Mr. Michels will receive a lump sum payment equal to Mr.
Michels’ annual compensation, less any compensation received by Mr. Michels
through the date of termination and (ii) if the Company terminates Mr. Michels’
engagement after 12 months of the Effective Date without providing the Necessary
Notice, Mr. Michels will receive payment for 6 additional months equaling a
total of $250,000.
The
Agreement also contains certain provisions relating to non-competition during
the term of the consulting engagement with the Company and protection of the
Company’s confidential information.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement, which will be attached as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2007 which
the
Company intends to file in November 2007.
A
copy of
the press release relating to the foregoing is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein.
Item
9.01 Financial Statements
and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release dated August 20, 2007
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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.
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STRATEGIC
HOTELS & RESORTS, INC. |
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By:
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/s/
Paula Maggio |
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Name: |
Paula
Maggio |
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Title:
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Senior
Vice President, Secretary and General Counsel |
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Date:
August 22, 2007