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): | February 26, 2014 |
Ladenburg Thalmann Financial Services Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Florida | 001-15799 | 650701248 |
|
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 4400 Biscayne Blvd., 12th Floor, Miami, Florida | 33137 | |
|
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | (212) 409-2000 |
Not Applicable
______________________________________________
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-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2014, Ladenburg Thalmann Financial Services Inc. (the "Company") and Vector Group Ltd. ("Vector") entered into an agreement amending their December 21, 2006 management services agreement, as previously amended. Under the agreement, Vector makes available to the Company the services of Richard J. Lampen, Vector’s Executive Vice President, to serve as the Company’s President and Chief Executive Officer and provides certain other financial, tax and accounting services, including assistance with complying with Section 404 of the Sarbanes-Oxley Act of 2002 and assistance in the preparation of tax returns. The agreement was amended to increase the annual fee the Company will pay Vector from $750,000 to $850,000, effective as of January 1, 2014. Various executive officers and directors of Vector and its subsidiary, New Valley LLC, serve as members of the Company's board of directors and Vector and its subsidiaries own approximately 8% of the Company's common stock at December 31, 2013.
The above summary is qualified in its entirety by reference to the full text of the agreement, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 1.01, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Letter Agreement, dated February 26, 2014, between Ladenburg Thalmann Financial Services Inc. and Vector Group Ltd.
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.
| Ladenburg Thalmann Financial Services Inc. | ||||
| February 28, 2014 | By: |
/s/ Brett H. Kaufman
|
||
|
|
||||
| Name: Brett H. Kaufman | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Letter Agreement, dated February 26, 2014, between Ladenburg Thalmann Financial Services Inc. and Vector Group Ltd.
LADENBURG THALMANN FINANCIAL SERVICES INC.
4400 Biscayne Boulevard
Miami, FL 33137
February 26, 2014
Marc N. Bell
Vice President & General Counsel
Vector Group Ltd.
4400 Biscayne Boulevard
Miami, FL 33137
Gentleman:
This letter agreement will confirm the understanding between Ladenburg Thalmann Financial Services Inc. (“Company”), a Florida corporation with offices at 4400 Biscayne Boulevard, Miami, FL 33137, and Vector Group Ltd. (“VGL”), a Delaware corporation with offices at 4400 Biscayne Boulevard, Miami, FL 33137, under which VGL will provide certain services to the Company.
As reasonably requested by the Company, VGL will provide the following services (“Services”) to the Company: (i) VGL will make available to the Company the services of Richard J. Lampen, VGL’s Executive Vice President, to serve as the Company’s Chief Executive Officer; and (ii) VGL will provide, upon request of the Company, such other financial, tax and accounting resources, including assistance in complying with Section 404 of the Sarbanes-Oxley Act of 2002 and assistance in the preparation of tax returns.
In consideration of the Services, effective as of January 1, 2014, the Company shall pay VGL an annual fee of $850,000, payable in quarterly installments of $212,500 in advance (the “Fee”). Additionally, VGL shall be entitled to recover all direct, out of pocket costs, fees and other expenses incurred by VGL or Mr. Lampen in connection with the Services.
The Company shall indemnify, defend and hold harmless VGL from and against any loss, liability, claim, demand, action, suit, proceeding, judgment, penalty, government investigation, or expense (including reasonable attorneys’ fees), whether or not involving a third-party claim, proceeding, demand, or liability of any kind, (collectively “Damages”) arising, directly or indirectly, or alleged to arise, directly or indirectly, in any way out of the provision of services by Mr. Lampen hereunder.
VGL shall provide the Company with reasonably prompt written notice of a claim for any Damages or the commencement of any claim, demand, proceeding, action or suit (collectively, “Proceeding”). Any failure to notify the Company will not relieve the Company of its indemnification obligation hereunder except to the extent that the Company demonstrates that the defense of a Proceeding by the Company was materially prejudiced by failure or delay to give such notice. The Company shall diligently assume the defense, including payment thereof, of any Proceeding through counsel selected by the Company (and not reasonably objected to by VGL). The Company shall have the right to compromise or settle such matters (and VGL shall not have such right) provided however, that no compromise or settlement of any such Proceeding may be effected by the Company without the consent of VGL, such consent not to be unreasonably withheld or delayed unless (a) there is no finding or admission of any violation of law by VGL and (b) the sole remedy provided thereunder is monetary damages which will be paid in full by the Company and the Company demonstrates the capacity to do so.
Our agreement will terminate upon not less than 30 days’ prior written notice by either of us.
This letter agreement supersedes that certain letter agreement between the Company and VGL, dated February 8, 2012 which agreement shall no longer be of any force and effect.
Please indicate your acceptance by signing this letter in the space provided below.
LADENBURG THALMANN
FINANCIAL SERVICES INC.
By: /s/ Brett H. Kaufman
Name: Brett H. Kaufman
Title: Senior Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
VECTOR GROUP LTD.
By: Marc N. Bell
Name: Marc N. Bell
Title: Vice President and
General Counsel