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UNITED STATES

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) December 14, 2005

 

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

 

Delaware		0-20242		68-0275553
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1340 Treat Boulevard, Suite 600, Walnut Creek, California		94597
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (925) 948-4000

 

 

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(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))

 

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Item 1.01

Entry into a Material Definitive Agreement.

 

On December 14, 2005, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the “Company”) approved the amendment and restatement of the Nonqualified Deferred Compensation Agreement between the Company and Glenn W. Novotny (as amended and restated, the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, which is effective as of January 1, 2005, eligible employees of the Company may elect to defer receipt of a percentage of their base salary and/or incentive bonuses until a future date or dates. Compensation deferred pursuant to this Plan will be credited with investment return or loss in accordance with the performance of a measuring investment fund or funds.

 

The foregoing discussion is qualified in its entirety by the specific terms of the Deferred Compensation Plan, a copy of which is attached as Exhibit 10.1 of this Form 8-K. The Deferred Compensation Plan is incorporated herein by reference.

 

Also on December 14, 2005, the Compensation Committee of the Company’s Board of Directors granted the following stock options to its executive officers:

 

Executive Officer		Number of Options
Glenn W. Novotny, President and Chief Executive Officer		25,000
William E. Brown, Chairman		14,000
James V. Heim, President of Pet Products Division		15,000
Stuart W. Booth, Chief Financial Officer and Executive Vice President		13,000
Brooks M. Pennington III, President and Chief Executive Officer of Pennington Seed, Inc.		12,000

 

The exercise price of the options is $45.44 per share. The options vest in increments of 20% on December 14, 2008 and on the anniversary of that date in each of the four years following thereafter. The options expire on December 14, 2013. Each of the options was granted under the Company’s 2003 Omnibus Equity Incentive Plan, and the form of stock option agreement was filed as Exhibit 10.5.1 to the Company’s Form 10-K for the fiscal year ended September 25, 2004.

 

In addition, effective as of October 1, 2005, Glenn W. Novotny’s annual salary increased to $700,000 from $661,500.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1		Deferred Compensation Plan of the Company dated as of December 14, 2005.

 

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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.

 

 

Dated: December 19, 2005

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Deferred Compensation Plan of the Company dated as of December 14, 2005.

 

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