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): April 5, 2017

 

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ZAIS GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 001-35848 46-1314400
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer
Identification No.)

 

 

Two Bridge Avenue, Suite 322

Red Bank, NJ

07701-1106
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (732) 978-7518

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In recognition of the importance of retaining the services of Michael Szymanski as the Chief Executive Officer of ZAIS Group Holdings, Inc. (the “Company”) and its operating subsidiary, ZAIS Group, LLC, and in connection with the Company’s review of strategic alternatives to enhance shareholder value, on April 5, 2017, the Company provided a retention award to Mr. Szymanski (the “Award”). Under the Award, which has been approved by the Compensation Committee of the Board of Directors of the Company, Mr. Szymanski is entitled to receive a cash retention payment of $500,000 on each of June 30, 2017, September 30, 2017 and a date within five business days following the closing date of a “Transaction” as defined in the Award or otherwise as determined by the Board of Directors of the Company. Mr. Szymanski would be entitled to such payments provided he remains employed by the Company on such dates, or if he has been removed as the Company’s Chief Executive Officer or his employment terminated for reasons other than for cause prior to such dates. The aggregate amount of retention payments that may be paid to Mr. Szymanski under the Award is $1.5 million. The description of the Award herein is qualified in its entirety by reference to the Award which is filed herewith as Exhibit 10.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)        Exhibits

 

Exhibit No.   Description
10.1   Award Letter, dated April 5, 2017

 

 

 

 

 

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.

 

  ZAIS GROUP HOLDINGS, INC.
   
  By: /s/ Michael Szymanski
    Michael Szymanski
    President and Chief Executive Officer

 

Date: April 7, 2017

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.   Description
10.1   Award Letter, dated April 5, 2017

 

 

 

Exhibit 10.1

 

 

 

ZAIS Group LLC April 5, 2017

2 Bridge Ave Suite 322

Red Bank, NJ 07701

 

Michael Szymanski

[Address Redacted]

 

Dear Mike:

 

As you know, the Board of Directors of ZAIS Group Holdings, Inc. (“ZGH”), the ultimate parent of ZAIS Group, LLC (the “Company”), has been undertaking a review of strategic alternatives to enhance shareholder value, which could include an acquisition, sale, merger, disposition of assets, staying the course, going private transaction, or a combination or variation thereof (“Transaction”).

 

The ZGH Board recognizes the importance to ZGH and its shareholders of retaining your services as Chief Executive Officer in connection with evaluating and executing any Transaction as well as your leadership of the Company on a day to day basis. Consequently, the Compensation Committee of the ZGH Board, after due deliberation, has approved the following retention payments to be made to you by the Company as inducements to retain your services:

 

  Amount Payment Date  
  $ 500,000 June 30, 2017  
  $ 500,000 September 30, 2017  
  $ 500,000 within five business days following the closing of any Transaction, or otherwise in the discretion of the Board of Directors of ZGH.

 

The above amounts are subject to normal federal, state and local withholding taxes and will be paid to you only if you have been in the continuous employ of the Company from the date of this letter through those respective payment dates, unless you have been removed as Chief Executive Officer or your employment has been involuntarily terminated by the Company for reasons other than “For Cause” as that term is defined in the Company’s Employee Handbook, in which case you will remain entitled to such payments. If your employment by the Company is terminated due to your voluntary resignation or “For Cause” (as defined as aforesaid), you will forfeit your right to receive any remaining payments.

 

Nothing contained in this letter shall be construed as conferring upon you the right to continue in the employ of the Company in any capacity and you remain an employee-at-will.

 

On behalf of the ZGH Board of Directors, I want to reaffirm our continuing confidence in you as CEO of ZGH and the Company.

 

ZAIS Group, LLC

 

By    /s/ Christian Zugel

Christian Zugel