UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 23, 2012

 

 

WMI Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Washington   001-14667   91-1653725

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1201 THIRD AVENUE, SUITE 3000 98101

SEATTLE, WASHINGTON

(Address of Principal Executive Offices) (Zip Code)

(206) 432-8887

(Registrant’s Telephone Number, Including Area Code)

 

 

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:

 

¨ 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; Compensation Arrangements of Certain Officers

Effective October 23, 2012, WMI Holdings Corp. (the “Company”) entered into an Amendment to Engagement Agreement between the Company and CXO Consulting Group, LLC (“CXO”) under which Timothy Jaeger will continue serving as interim Chief Accounting Officer and interim Chief Financial Officer of the Company (“Amendment to Engagement Letter”). The Amendment to Engagement Letter extends the term through March 31, 2013 and effective October 1, 2012 increases the monthly fee payable to CXO to $20,000 per month, based on an average of 35-45 hours worked per week. A copy of the Amendment to Engagement Agreement is attached hereto as Exhibit 99.1. The original engagement agreement was previously filed as Exhibit 99.2 to Form 8-K filed on June 4, 2012.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the exhibits contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Company’s actual results and performance to differ materially from those expressed or forecasted in any such forward-looking statements. These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which the Company operates. Some of the specific risks that are associated with the Company include, but are not limited to, the following: (i) the Company does not currently intend to have any of its securities listed on an exchange or a national market and, therefore, its common stock may have less liquidity than exchange-traded securities; (ii) transfers of the common stock of the Company are and will continue to be subject to certain transfer restrictions as set forth in the Articles and Bylaws; (iii) there is no guarantee that the Company will be able to successfully utilize the net operating losses that will be retained by the Company; and (iv) the Company may need to seek regulatory approval from the Hawaii State Insurance Commissioner from time to time with respect to certain aspects of WM Mortgage Reinsurance Company, Inc.’s operations. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements. However, readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to time with the Securities and Exchange Commission.

Section 9.01 – Financial Statements and Exhibits

 

(d) Exhibits:

 

99.1    Amendment to Engagement Agreement, entered into October 23, 2012, by and between WMI Holdings Corp. and CXO Consulting Group, LLC.

 

2

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.

 

   

WMI HOLDINGS CORP.

(Registrant)

Date: October 25, 2012

    By:  

/s/ Charles Edward Smith

      Name:   Charles Edward Smith
      Title:   Interim Chief Executive Officer

 

3

EXHIBIT INDEX

 

99.1    Amendment to Engagement Agreement, effective October 23, 2012, entered into by and between WMI Holdings Corp. and CXO Consulting Group, LLC.

 

4

Exhibit 99.1

 

LOGO

October 23, 2012

Via Electronic Mail

CXO Consulting, LLC

1629 Andover Way

Petaluma, California 94954

 

Re: Amendment to Engagement Letter

Reference is made to that certain Engagement Agreement dated May 28, 2012 (the “Agreement”), entered into by and between WMI Holdings Corp. (the “Company”) and CXO Consulting Group, LLC (the “CXOC”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

Anything in the Agreement to the contrary notwithstanding, including in the paragraph entitled “Advisory Services” on Exhibit A of the Agreement, the parties hereby agree that from the period beginning on October 1, 2012 and ending on March 31, 2013, (a) CXOC shall be paid a monthly fee of $20,000.00 (the “Monthly Fee”) and (b) the compensation to be paid to CXOC shall constitute payment for on average of 35-40 hours per week. The parties agree and acknowledge that, as of the date of this letter agreement, the Company has previously paid to CXOC all amounts to which CXOC is entitled under the Agreement, including the payment of $20,000.00 for the month of October 2012. In addition to the foregoing, notwithstanding the first sentence of the paragraph entitled “Term” on Exhibit A of the Agreement, the parties hereby agree that the initial term of the Agreement shall end on March 31, 2013, subject to extension or termination (as the case may be) in accordance with the terms of the Agreement.

Except as amended or modified by the foregoing, all terms and conditions in the Agreement shall otherwise remain in full force and effect. Please indicate your agreement with the foregoing and your intention to be legally bound by countersigning on the signature line provided below.

Sincerely,

 

WMI HOLDINGS CORP.
By:   /s/ Charles Edward Smith
Name:   Charles Edward Smith
Title:   Interim Chief Executive Officer

 

Acknowledged & Agreed:

 

CXO CONSULTING, LLC

By:   /s/ Timothy Jaeger
Name:   Timothy Jaeger
Title:   Founder