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): March 21, 2016
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National Holdings Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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001-12629
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36-4128138
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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410 Park Avenue, 14
th
Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 417-8000
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Not Applicable
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2016, the Company and Robert B. Fagenson entered into a fifth amendment (the “Fagenson Amendment”) to his Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”), pursuant to which, among other things, the term of the Fagenson Agreement will end on June 30, 2016, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. The foregoing summary of the Fagenson Amendment is qualified in its entirety by reference to the full text of the Fagenson Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits:
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10.1
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Fifth Amendment to Co-Executive Chairman Compensation Plan, dated as of March 21, 2016, between National Holdings Corporation and Robert B. Fagenson.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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National Holdings Corporation
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Date: March 22, 2016
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By:
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/s/ Glenn C. Worman
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Name: Glenn C. Worman
Title: Chief Operating Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Fifth Amendment to Co-Executive Chairman Compensation Plan, dated as of March 21, 2016, between National Holdings Corporation and Robert B. Fagenson.
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Fifth Amendment to the Co-Executive Chairman Compensation Plan
This Fifth Amendment (this “
Amendment
”) to the Co-Executive Chairman Compensation Plan between National Holdings Corporation, a Delaware corporation (the “
Company
”), and Robert B. Fagenson (the “
Executive
”), dated June 20, 2013, including the Annexes thereto, and as amended on June 6, 2014, October 31, 2014, October 1, 2015, and December 29, 2015 (the “
Agreement
”), is entered into and effective on the 21
st
day of March, 2016.
WHEREAS
, the parties desire to amend the Agreement to extend the Term of the Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Agreement.
NOW
,
THEREFORE
, for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The Term of the Agreement shall end on June 30, 2016.
2. The Term of the Agreement shall be extended for successive 30 day periods (“
Additional Period
”) after June 30, 2016, unless one of the parties to the Agreement, at least five days prior to the end of the then current Additional Period, advises the other party that he or it, as the case may be, no longer wishes to extend the Term of the Agreement.
3. Except as specifically amended hereby, the Agreement shall remain in full force and effect.
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below.
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NATIONAL HOLDINGS CORPORATION
/s/ Glenn C. Worman
________________________________
By: Glenn C. Worman
Its: Chief Operating Officer
Date: March 21, 2016
EXECUTIVE
/s/ Robert B. Fagenson
________________________________
By: Robert B. Fagenson
Date: March 18, 2016
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