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) April 27, 2017

 

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

814-00188   04-3291176
(Commission File Number)   (IRS Employer Identification Number)

437 Madison Avenue

New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (212) 328-2100

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐                

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On April 27, 2017, the board of directors of Medallion Financial Corp. (the “Company”), approved the recommendation made by the Compensation Committee of the board of directors of the Company to amend the First Amended and Restated Employment Agreement, dated May 29, 1998, between the Company and Alvin Murstein, the Company’s Chief Executive Officer, and the First Amended and Restated Employment, dated May 29, 1998, between the Company and Andrew Murstein, the Company’s President and Chief Operating Officer (collectively, the “Employment Agreements”) to change the calculation methodology of payments due to Alvin Murstein and Andrew Murstein (each an “Executive”) under certain circumstances. On April 27, 2017, the Company entered into amendments to the Employment Agreements with each Executive (collectively, the “Amendments”) to reflect such change.

The foregoing description of the Amendments is qualified in its entirety by reference to the Amendments, which are attached as exhibits hereto and are incorporated herein by reference in their entirety.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
No.

  

Description

10.1    Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Alvin Murstein.
10.2    Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Andrew Murstein.

 

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.

 

MEDALLION FINANCIAL CORP.
By:  

/s/ Larry D. Hall

Name:   Larry D. Hall
Title:   Chief Financial Officer
Date:   May 3, 2017

 

3

Exhibit Index

 

Exhibit
No. 		   Description
10.1    Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Alvin Murstein.
10.2    Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Andrew Murstein.

 

4

EXHIBIT 10.1

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is dated and effective as of April 27, 2017, by and between Medallion Financial Corp. (the “Company”) and Alvin Murstein (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain First Amended and Restated Employment Agreement, dated May 29, 1998 (the “Existing Agreement”); and

WHEREAS, the Company and the Executive have agreed, subject to the terms and conditions of this Amendment, that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration and with the intention of hereby being legally bound, the parties hereby agree as follows:

1. Defined Terms . Except as otherwise indicated herein, all words and terms defined in the Existing Agreement shall have the same meanings when used herein.

2. Amendment . Section 5.4(ii) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to subsection (iv) of this Section 5.4, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive a lump sum cash payment equal to the remainder of the salary, bonus and value of the fringe benefits which the Executive would be entitled to receive for the balance of the Employment Period, which shall be calculated by multiplying the average of the Executive’s total salary, bonus and value of the fringe benefits for the prior three fiscal years by the fractional number of years remaining on the Executive’s Employment Period.”

3. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Page Follows.]

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year set forth above.

 

MEDALLION FINANCIAL CORP.

By:

 

/s/Larry D. Hall

Name:

 

Larry D. Hall

Title:

 

Senior Vice President & Chief Financial Officer

ALVIN MURSTEIN

/s/Alvin Murstein

 

2

EXHIBIT 10.2

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is dated and effective as of April 27, 2017, by and between Medallion Financial Corp. (the “Company”) and Andrew Murstein (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain First Amended and Restated Employment Agreement, dated May 29, 1998 (the “Existing Agreement”); and

WHEREAS, the Company and the Executive have agreed, subject to the terms and conditions of this Amendment, that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration and with the intention of hereby being legally bound, the parties hereby agree as follows:

1. Defined Terms . Except as otherwise indicated herein, all words and terms defined in the Existing Agreement shall have the same meanings when used herein.

2. Amendment . Section 5.4(ii) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to subsection (iv) of this Section 5.4, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive a lump sum cash payment equal to the remainder of the salary, bonus and value of the fringe benefits which the Executive would be entitled to receive for the balance of the Employment Period, which shall be calculated by multiplying the average of the Executive’s total salary, bonus and value of the fringe benefits for the prior three fiscal years by the fractional number of years remaining on the Executive’s Employment Period.”

3. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Page Follows.]

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the day and year set forth above.

 

MEDALLION FINANCIAL CORP.

By:

 

/s/Larry D. Hall

Name:

 

Larry D. Hall

Title:

 

Senior Vice President & Chief Financial Officer

ANDREW MURSTEIN

/s/Andrew Murstein

 

2