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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 2, 2004
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-06544 74-1648137
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1390 ENCLAVE PARKWAY, HOUSTON, TX 77077-2099
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 584-1390
N/A
(Former name or former address, if changed since last report)
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 2 and 3, 2004, SYSCO Corporation (the "Company") granted options to
purchase a total of 8,424,750 shares of common stock of the Company to certain
employees and directors. Grants to the Company's named executive officers and
directors are further described below.
GRANT OF EMPLOYEE STOCK OPTIONS UNDER THE 2000 STOCK INCENTIVE PLAN.
On September 2, 2004, employee stock options were granted to certain employees
pursuant to the 2000 Stock Incentive Plan, including grants to the following
executive officers, each of whom was listed in the Summary Compensation Table in
the Company's most proxy statement dated September 29, 2003, and who are
expected to be listed in the Company's upcoming proxy statement for its November
2004 Annual Meeting of Stockholders:
Officer Name Number of Shares Underlying Option
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Richard J. Schnieders.............................85,000
Thomas E. Lankford................................74,000
John K. Stubblefield, Jr..........................40,000
Lawrence J. Accardi...............................40,000
Kenneth F. Spitler................................40,000
Each employee stock option has an exercise price equal to $32.19 per share. The
options are generally exercisable in five substantially equal annual tranches
beginning on September 2, 2005. Options become exercisable earlier upon death or
a change in control of the Company. All options expire on September 1, 2011,
subject to early termination or forfeiture, and except that an option that vests
early due to death must be exercised within one year. Early termination or
forfeiture can occur if the employee resigns other than by reason of retirement
or disability, or is terminated. A copy of the Form of Employee Option Agreement
providing additional information regarding the terms of each option is
incorporated by reference to Exhibit No. 10(a) filed with this Form 8-K.
GRANT OF NON-EMPLOYEE DIRECTOR STOCK OPTIONS UNDER THE NON-EMPLOYEE DIRECTORS
STOCK PLAN.
On September 3, 2004, options were granted to SYSCO's non-employee directors
pursuant to the Non-Employee Directors Stock Plan, as described below:
Director Name Number of Shares Underlying Option
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Colin G. Campbell................................8,000
Judith B. Craven.................................8,000
Jonathan Golden..................................8,000
Joseph A. Hafner, Jr.............................8,000
Richard G. Merrill...............................8,000
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Frank H. Richardson..............................8,000
Phyllis Shapiro Sewell...........................8,000
Richard G. Tilghman..............................8,000
Jackie M. Ward...................................8,000
Each non-employee director option has an exercise price equal to $32.88 per
share. The options are generally exercisable in five substantially equal annual
tranches beginning on September 3, 2005. Options become exercisable earlier upon
death. All options expire on September 2, 2011, unless they are sooner
terminated or forfeited, and except that an option that vests early due to death
must be exercised within one year from vesting. Earlier termination or
forfeiture can occur if the director resigns other than by reason of retirement
or is removed. A copy of the Form of Non-Employee Director Option Agreement
providing additional information regarding the terms of each option is
incorporated by reference to Exhibit No. 10(b) filed with this Form 8-K.
There are no material relationships between SYSCO and any of the listed
optionees, aside from their relationships with SYSCO, as employees and
directors, respectively, except that director Jonathan Golden is the sole
stockholder of Jonathan Golden, P.C., a partner in the law firm of Arnall Golden
Gregory LLP, Atlanta, Georgia, counsel to SYSCO.
Section 16(a) Reports.
Option grants to SYSCO's directors and executive officers were previously
reported on Forms 4 pursuant to Section 16(a) of the Securities Exchange Act of
1934. Copies of the Forms 4 are available from SYSCO's website at
http://www.sysco.com and the EDGAR database of the U.S. Securities and Exchange
Commission at http://www.sec.gov.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit Number Description
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10(a) Form of Employee Option Agreement Approved on September 2,
2004, Awarded Under the SYSCO Corporation 2000 Stock Incentive
Plan
10(b) Form of Non-Employee Director Option Agreement Approved
September 3, 2004, Awarded Under the Non-Employee Directors
Stock Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, SYSCO
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYSCO CORPORATION
Date: September 9, 2004 By: /s/ Michael C. Nichols
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Name: Michael C. Nichols
Title: Vice President, General Counsel and
Corporate Secretary
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