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~~February 157, ~~2012~~2013 (~~November 9~~February 5, ~~2012~~2013)

Great Wolf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35458

51-0510250

(State or other jurisdiction

Of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

525 Junction Road, Suite 6000 South,

Madison, Wisconsin

53717

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (608) 662-4700

N/A

(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On November 9, 2012, Great Wolf Resorts, Inc.~~ (~~the “Company”~~b) and James A. Calder, Chief Financial Officer and Corporate Secretary of the Company, agreed that Mr. Calder’s employment with the Company would terminate no later than March 31, 2013. Mr. Calder will continue in his current role with the Company until such date or, if earlier, until the Company modifies his role or terminates his employment.

InAs ~~anticipation~~previously ofdisclosed on the ~~departure~~Current Report on Form 8-K filed on November 15, 2012, Great Wolf Resorts, Inc. (the “Company”), ~~and~~announced Mrthat the employment of James A. Calder, ~~have~~Chief Financial ~~entered~~Officer ~~into~~and aCorporate ~~Separation~~Secretary ~~and~~of ~~Release~~the ~~Agreement~~Company, ~~dated~~would ~~November~~terminate no later than March 931, ~~2012~~2013 (and that Mr. Calder would continue in his current role with the ~~“Separation~~Company ~~Agreement”)~~until such date or, aif ~~copy~~earlier, ofuntil ~~which~~the Company modifies his isrole ~~attached~~or ~~hereto~~terminates his employment. The Company and Mr. Calder currently anticipate that Mr. Calder will continue as ~~Exhibit~~Chief 10Financial Officer and Corporate Secretary of the Company until March 31, 2013, at which time Mr.1 Calder’s employment will terminate.

The terms of the Separation Agreement are consistent in material respects with the treatment of Mr. Calder’s departure as a termination by the Company without Cause or a resignation by Mr. Calder for good reason, in each case, within eighteen (18c) ~~months~~ following a change in control, pursuant to the terms of his Employment Agreement with the Company, dated as of December 13, 2004 (the “Employment Agreement”). The Employment Agreement will remain in full force and effect until Mr. Calder’s termination date, except that Mr. Calder’s ability to resign for good reason under the Employment Agreement has been reduced.

~~Pursuant~~On toFebruary 5, 2013, the ~~Separation~~ ~~Agreement,~~Company ~~Mr. Calder’s~~announced ~~employment~~that ~~with~~Gary ~~the~~W. ~~Company~~Ferrera, ~~will~~age ~~terminate~~49, onwill ~~the~~be ~~earlier~~appointed ofExecutive ~~(a) March 31,~~Vice ~~2013~~President and ~~(b) the~~Chief ~~date~~Financial Officer of ~~Mr. Calder’s~~the ~~earlier~~Company ~~termination~~effective byApril 1, ~~the~~2013. Previously, ~~Company~~Mr. Ferrera ~~The~~served ~~Company~~as ~~may~~Executive ~~appoint~~Vice aPresident ~~new~~ and Chief Financial Officer ~~prior~~of toNational MrCineMedia, Inc. ~~Calder’s~~ ~~termination~~since ~~date~~2007. ~~and~~Prior to that role, Mr. ~~Calder~~Ferrera ~~may~~held bethose ~~required~~same topositions ~~assist~~with ~~such~~National ~~person~~CineMedia, ~~during~~LLC, a ~~period~~subsidiary of ~~transition~~National CineMedia, Inc., ~~Upon~~since ~~his~~May ~~termination,~~2006. Mr. ~~Calder~~Ferrera ~~will~~has beheld ~~entitled~~positions toin accounting and finance for over twenty years. Mr. Ferrera received his MBA from the ~~following~~Kellogg ~~payments~~School of Management and graduated magna cum laude from Bentley College with a ~~benefits:~~BS in Accounting.

•In Aconnection ~~lump~~with ~~sum~~Mr. Ferrera’s ~~severance~~appointment ~~payment~~as ~~equal~~the toCompany’s $Executive Vice President and Chief Financial Officer, Mr. Ferrera and the Company entered into an employment agreement, dated as of February 5, 2013 (the “Employment Agreement”). The Employment Agreement contemplates that Mr. Ferrera’s employment with the Company will commence on March 6, 2013 (the “Start Date”) and will continue for initial term of five (5) years (the “Employment Period”), which may be extended by mutual agreement of Mr. Ferrera and the Company. Mr. Ferrera will be appointed as Executive Vice President and Chief Financial Officer of the Company on April 1,~~518~~ 2013,~~340;~~ following the termination of Mr. Calder’s employment on March 31, 2013.

•The Anterms of the Employment Agreement provide that, among other things, Mr. Ferrera (i) will be paid an annual base salary of $385,000, which will be pro-rated for any partial calendar year of service and subject to annual review by our board of directors, (ii) will have an annual bonus opportunity of up to 100% of base salary, contingent upon the achievement of qualitative and quantitative performance goals approved by our board of directors, and (iii) will receive certain additional ~~lump~~benefits ~~sum~~relating ~~payment~~to ~~equal~~his transition to ~~$26~~Madison,~~158;~~ Wisconsin.

•If ~~The~~during the Employment Period, the Company ~~will~~terminates ~~remit~~Mr. Ferrera’s toemployment ~~the~~without ~~Internal~~cause ~~Revenue~~(or ~~Service~~Mr. Ferrera resigns for good reason within twelve (12) months following a change in control), onsubject to his execution of a general release of claims in favor of the Company, Mr. Ferrera ~~Calder’s~~will ~~behalf~~be entitled to receive a lump sum amount equal to 100% of his then-current annual base salary (and, if such termination occurs within twelve (12) months following a ~~gross~~change upin ~~payment~~control, a lump sum amount ~~for~~equal to twelve times (12x) the ~~imposition~~Company’s ofmonthly ~~any~~contribution ~~excise~~on ~~tax~~behalf toof Mr. Ferrera ~~Calder~~ under ~~Section~~the ~~280G~~health ofand ~~the~~welfare ~~Internal~~plans ~~Revenue~~in ~~Code;~~which he participates). The Employment Agreement contains twelve (12) month post-termination non-competition and non-solicitation restrictions and perpetual confidential information and non-disparagement covenants.

•Pursuant ~~The~~to ~~Company~~the ~~will~~Employment ~~pay~~Agreement, as soon as reasonably practicable following the Start Date, (i) Mr. Ferrera ~~Calder~~will be granted an ~~annual~~option ~~bonus~~to inpurchase ~~respect~~214,384 shares of ~~fiscal~~common ~~year~~stock ~~2012~~of K-9 Holdings, ~~which~~Inc., ~~shall~~the beparent ~~calculated~~company ~~and~~of ~~determined~~the inCompany (“Parent”), which option will have a ~~manner~~per ~~that~~share isexercise noprice ~~less~~equal ~~favorable~~to the per share fair market value as of the date of grant and will be subject to time and performance vesting conditions and (ii) Mr. Ferrera ~~Calder~~will ~~than~~purchase to35,000 ~~other~~shares ~~senior~~of ~~executives~~common stock of ~~the~~Parent ~~Company~~at ~~generally~~a price of $10.00 per share.

In exchange for the foregoing payments and benefits, Mr. Calder has provided a general release of claims in favor of the Company as part of the Separation Agreement, which Mr. Calder has agreed to re-execute upon his termination. In addition, following his termination of employment, Mr. Calder will be subject to the restrictive covenants contained in Section 5 of the Employment Agreement, including, without limitation, one-year post-termination non-competition and non-solicitation restrictions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Separation and Release Agreement, dated November 9, 2012 between Great Wolf Resorts, Inc. and James A. Calder

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.

Great Wolf Resorts, Inc. By: /s/ ~~Kimberly~~James KA. ~~Schaefer~~Calder Name: ~~Kimberly~~James KA. ~~Schaefer~~Calder Title: Chief ~~Executive~~Financial Officer

Date: ~~November 15~~February 7, ~~2012~~2013

EXHIBIT INDEX

Exhibit Number		Description
10.1		Separation and Release Agreement, dated November 9, 2012 between Great Wolf Resorts, Inc. and James A. Calder

Filing Compare · Great Wolf Resorts, Inc.