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): April 25, 2014

 

 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-52013   20-0640002

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

5 Penn Plaza (4th Floor), New York, New York 10001

(Address of Principal Executive Offices, Including Zip Code)

(212) 246-6700

(Registrant’s telephone number, including area code)

 

(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:

 

¨ 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-4c))

 

 

 


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

On April 25, 2014, Town Sports International Holdings, Inc. (the “Company”) announced that Carolyn Spatafora has been appointed as the Company’s Chief Financial Officer, effective May 12, 2014, succeeding Daniel Gallagher. The Company had previously announced in January 2014 that Mr. Gallagher was promoted to the position of President and Chief Operating Officer and continued to serve as Chief Financial Officer pending appointment of a successor.

Ms. Spatafora, age 48, joins the Company from Sbarro, LLC, a chain of pizza restaurants with approximately 800 locations world-wide, where she has served as Chief Financial Officer since December 2009. Ms. Spatafora began her career at KPMG Peat Marwick and later served in various roles at Bayside Federal Savings Bank and Adecco, S.A. before moving to Sbarro, LLC (formerly Sbarro, Inc.) in March 2005, where she served in various roles, including Controller, prior to her appointment to Chief Financial Officer.

In connection with Ms. Spatafora’s appointment, the Company and Ms. Spatafora entered into a Letter Agreement, providing that Ms. Spatafora will be entitled to an annual base salary of $350,000, subject to future adjustment based on job performance, and will initially be eligible to earn an annual performance bonus award of 50% of her base salary, pro rated for the first year of employment. In addition, Ms. Spatafora will receive 15,000 shares of restricted common stock of the Company pursuant to the Company’s 2006 Stock Incentive Plan, which will vest in four equal annual installments. Ms. Spatafora will also enter into the Company’s standard Executive Severance Agreement, which provides for the payment of up to one year of base salary, bonus and benefits in certain events of termination of employment in connection with a change in control.

The foregoing summary of the Letter Agreement does not purport to be complete. For an understanding of its terms and conditions, reference should be made to the Letter Agreement, which is attached as Exhibit 10.1 to this Current Report.

A copy of the Company’s press release announcing Ms. Spatafora’s appointment is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 10.1    Letter Agreement between the Town Sports International, LLC and Carolyn Spatafora
Exhibit 99.1    Company’s Press Release, dated April 25, 2014

 


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.

 

   

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

 

(Registrant)

Date: April 25, 2014     By:  

/s/ David M. Kastin

      David M. Kastin
      Senior Vice President - General Counsel


EXHIBIT INDEX

 

Item

  

Description

10.1    Letter Agreement between the Town Sports International, LLC and Carolyn Spatafora
99.1    Company’s Press Release, dated April 25, 2014

Exhibit 10.1

April 16, 2014

Carolyn Spatafora

112 Oakside Drive

Smithtown, NY 11787

 

  Re: Town Sports International, LLC - Offer Letter

Dear Carolyn:

Town Sports International, LLC (the “Company” or “TSI”) a subsidiary of Town Sports International Holdings, Inc. (“TSI Holdings”), is pleased to extend this offer of employment to you for the position of Senior Vice President and Chief Financial Officer (“CFO”). Your first day with the Company will be May 12, 2014 (your “hire date”). You will be based at our headquarters located at 5 Penn Plaza, New York, New York.

The following will outline the general terms of our employment offer:

1. Position . As CFO, you will report directly to Robert Giardina, Chief Executive Officer, and will perform the duties and services assigned to you by the Company. You shall also serve as an officer of any affiliate of the Company as designated by the Company. You shall devote your full time and attention to the affairs of the Company and to your duties on the Company’s behalf. Your employment will be subject to all Company policies, procedures and practices as may currently exist or as may be modified or implemented in the future, including our Code of Ethics and Business Conduct and Employee Handbook. In addition, by accepting employment with the Company, you agree to enter into, and comply with, the Company’s Confidentiality and Non-solicitation Agreement and to arbitrate any disputes arising out of your employment as set forth in the Company’s Dispute Resolution Program. These documents will be provided to you as part of your new hire package and you will be required to sign them prior to beginning your employment with the Company.

2. Compensation . For all services to be performed hereunder, your initial annual base salary will be $350,000, payable in accordance with the Company’s standard payroll practices and subject to all applicable tax withholdings. Wages are paid every other week, on Friday. Future salary increases will be based on demonstrated job performance. Your performance will be reviewed each year in accordance with Company policy and practice.


3. Bonus . As Chief Financial Officer, you will be eligible to participate in the Company’s bonus plans that may be implemented for similar level employees of the Company, and as may be amended from time to time at the discretion of the Company. Under TSI’s current performance bonus plan, you will have a bonus target of fifty percent (50%) of your annual base salary. Payment of a bonus under the plan is made on an annual basis, based upon Company performance against certain targets as outlined or approved by the Board of Directors, and can be increased or decreased based on the actual Company results and your individual performance toward mutually acceptable objectives. Actual incentive payments will usually be paid in the first quarter of the following year, after appropriate approval from the Board of Directors, or the appropriate committee of the Board of Directors. Your bonus shall be pro-rated for the first year of your employment.

4. Employee Benefits . Upon commencement of employment, you will be eligible to participate in all employee benefit programs as are generally available to other executives of the Company in accordance with the terms and conditions of the applicable benefits plans, programs, policies and/or practices.

You will be eligible to join the Company’s executive benefit program on the first of the month following the date you begin employment. You will be eligible to join the Company’s 401(k) program on the first of the month of the quarter following your one (1) year anniversary with the Company. In the event that changes are made to any of the benefit plans, such changes will apply to you as they apply to other employees of the Company.

You will be eligible for vacation, holidays and time off in accordance to the Company’s paid time off policy (PTO) consistent with all other executives. Please be aware that TSI’s PTO policy does not allow carryover of unused PTO from year to year, other than as required by federal, state or local law, and is not paid out upon termination of employment.

You are also eligible to receive, subject to approval of the Compensation Committee of the Board of Directors, 15,000 shares of restricted common stock of TSI Holdings (or any successor entity). The stock award shall vest twenty-five (25%) percent per year, commencing on the first anniversary of the award date. The award is subject to the terms and conditions of the TSI Holdings 2006 Stock Incentive Plan, as amended, and the related award agreement.

You will also be required to enter into TSI’s Executive Severance Agreement, which will be provided to you as part of your new hire package. You will be required to sign prior to beginning your employment. A draft of the agreement is attached to this letter for your review.

You will be reimbursed for all normal business expenses in accordance with Company policy.


5. Employment at Will . In accepting this offer, you understand and agree that your employment with the Company shall be at-will, which means that either you or the Company are free to terminate your employment at any time, for any reason or no reason, with or without notice. You further understand and acknowledge that there is no written or oral contract providing you with any definite or specific term of employment. You further understand and agree that, due to your at-will status, the Company may, at any time, modify the terms of your employment, including, but not limited to, your job title, job responsibilities, compensation and benefits.

6. Truthful Representations . You acknowledge and confirm that all of the representations you have made and all of the information that you have provided to the Company on any employment application, resume or any other document, or orally during the interview process, concerning, among other things, your prior employment history, education, experience and other qualifications, are true and correct. You understand and agree that any falsifications, misrepresentations, or omissions with respect to any of the representations and information that you have made or provided to the Company may be grounds for the withdrawal of this offer of employment or, if hired, the termination of your employment.

7. Other Conditions and Obligations . By signing this agreement, you represent that you are not subject to any currently-effective employment contract, or any other contractual or other binding obligation, including without limitation, any obligation relating to non-competition, confidentiality, trade secrets, proprietary information or works for hire, that would restrict your employment or employment activities with or on behalf of the Company. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. You agree you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have any obligation of confidentiality.

You further acknowledge that this letter constitutes the sole and complete understanding between you and the Company with respect to this offer of employment and your prospective employment, and you hereby acknowledge that there are no other agreements, understandings or representations, whether written or oral and whether made contemporaneously or otherwise, with respect to this offer of employment.

You further understand and acknowledge that your employment with the Company is contingent upon:

 

    Your satisfactory completion of reference and background checks that are conducted by the Company.

 

    Your completion of Section 1 of the Form I-9 on or before the end of your first (1st) day of employment and your presentation of your original documentation verifying your work eligibility and identification on or before the third (3rd) day of your employment.

8. Taxes . All payments hereunder are subject to applicable tax withholdings.


We all look forward to you joining our Executive team. Please do not hesitate to contact me if you have any questions.

Please indicate your acceptance of this offer of employment by signing this Offer Letter and returning the signed letter to me at the above address.

 

Very truly yours,    
TOWN SPORTS INTERNATIONAL, LLC  
By:               

/s/ Daniel Gallagher

 
Daniel Gallagher  

ACKNOWLEDGEMENT:

I have read and understand all of the terms of this letter and I accept and agree to all of the terms set forth therein.

 

ACCEPTED AND AGREED TO:    

/s/ Carolyn Spatafora

   
Carolyn Spatafora  
Date: April 18, 2014  

Exhibit 99.1

For Release on April 25, 2014

Town Sports International Holdings, Inc.

Appoints Carolyn Spatafora as Chief Financial Officer

NEW YORK, April 25, 2014 (PR NEWSWIRE) — Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today announced the appointment of Carolyn Spatafora as Chief Financial Officer of the Company, effective May 12, 2014. Ms. Spatafora succeeds Daniel Gallagher, who had been serving as Chief Financial Officer and was promoted to the position of President and Chief Operating Officer in January 2014.

“We are very excited to welcome Carolyn to our team,” said Bob Giardina, the Company’s Chief Executive Officer. “We believe that Carolyn brings the right talent and experiences to the role of Chief Financial Officer and the Company will benefit from her previous oversight and leadership experience.”

Ms. Spatafora joins the Company from Sbarro, LLC, where she served as Chief Financial Officer since December 2009. Ms. Spatafora began her career at KPMG Peat Marwick and later served in various senior finance roles at Bayside Federal Savings Bank and Adecco, S.A. before moving to Sbarro, LLC (formerly Sbarro, Inc.) in March 2005, where she served in various roles, including Controller, prior to her appointment to Chief Financial Officer.

About Town Sports International Holdings, Inc.

New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 162 fitness clubs as of December 31, 2013, comprising 108 New York Sports Clubs, 29 Boston Sports Clubs, 16 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 497,000 members as of December 31, 2013.

From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the “Email Alerts” section at http://www.mysportsclubs.com.

Contact Information:

Investor Contact:

(212) 246-6700 extension 1650

Investor.relations@town-sports.com

or

ICR, Inc.

Joseph Teklits / Farah Soi

(203) 682-8200

farah.soi@icrinc.com