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): June 6, 2014
National Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-12629 |
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36-4128138 |
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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410 Park Avenue, 14th Floor, New York, NY |
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10022 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(212) 417-8000 |
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(Registrant's Telephone Number, Including Area Code) |
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Not Applicable |
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(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:
☐ 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication 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; Compensatory Arrangements of Certain Officers
On June 6, 2014, (1) National Holdings Corporation (the “Company”) and Mark D. Klein entered into an amendment (the “Klein Amendment”) to Mr. Klein’s Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 7, 2013 (the “Klein Employment Agreement”); and (ii) the Company and Robert B. Fagenson entered into an amendment (the “Fagenson Amendment” and together with the Klein Amendment, the “Amendments”) to Mr. Fagenson’s Co-Executive Chairman Compensation Plan, dated June 20, 2013 (the “Fagenson Employment Agreement”). Pursuant to the Amendments, among other things, from June 6, 2014 to November 15, 2014, the executive committee (the “Executive Committee”) of the board of directors (the “Board”) of the Company will be comprised of Mark Klein, Robert Fagenson and Mark Goldwasser and Mr. Goldwasser’s service on the Executive Committee will automatically expire on November 15, 2014 or his earlier termination of his employment with the Company for any reason, without any further action of the Board. Additionally, pursuant to the Amendments, the appointment of Mr, Goldwasser to the Executive Committee after November 15, 2014 without the prior written consent of Messrs. Klein and Fagenson will be deemed a material breach of each of the Klein Employment Agreement and the Fagenson Employment Agreement, as the case may be, and will not be subject to cure under each of those agreements.
The foregoing summaries of the Amendments are qualified in their entirety by reference to the full text of the Amendments, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: | |
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10.1 |
Amendment to Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 6, 2014, between National Holdings Corporation and Mark D. Klein . |
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10.2 |
Amendment to Co-Executive Chairman Compensation Plan, dated June 6, 2014, between National Holdings Corporation and Robert B. Fagenson . |
SIGNATURE
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.
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National Holdings Corporation (Registrant) |
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Date: June 6, 2014 |
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/s/ Mark Klein |
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Mark Klein |
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Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 |
Amendment to Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 6, 2014, between National Holdings Corporation and Mark D. Klein . |
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10.2 |
Amendment to Co-Executive Chairman Compensation Plan, dated June 6, 2014, between National Holdings Corporation and Robert B. Fagenson . |
Exhibit 10.1
AMENDMENT TO CO-EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION PLAN
This Amendment (this “ Amendment ”) to the Co-Executive Chairman and Chief Executive Officer Compensation Plan between National Holdings Corporation, a Delaware corporation (the “ Company ”) and Mark D. Klein (the “ Executive ”) dated June 7, 2013, including the Annexes thereto (the " Agreement ") is entered into and effective on the 6 th day of June 2014.
W I T N E S S E T H:
WHEREAS , the Executive is employed by the Company pursuant to the terms of the Agreement; and
WHEREAS , pursuant to the Agreement, the Executive has the right and obligation to serve as one of only two members of the Executive Committee of the Company (with Robert Fagenson serving as the other Executive Committee member); and
WHEREAS , the Board of Directors of the Company desires to appoint Mark Goldwasser as a third member of the Executive Committee for a period of time beginning on June 6, 2014 and ending November 15, 2014 (the "applicable period"); and
WHEREAS , the Executive desires to consent to Mr. Goldwasser's appointment to the Executive Committee for the applicable period; and
WHEREAS , the parties desire to amend the Agreement to reflect this change to the composition of the Executive Committee for the applicable period; and
WHEREAS , the parties desire to confirm such change for the applicable period shall not constitute a breach of the Agreement giving rise to a Good Reason event as defined under Annex D, Section 1.k. of the Agreement.
NOW, THEREFORE , for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The Section titled "Executive Committee" shall be amended by deleting the last sentence and inserting in lieu thereof, the following:
The only other Members of such Executive Committee shall be Robert F. Fagenson and, for the period beginning June 6, 2014 and ending no later than November 15, 2014, Mark Goldwasser; provided, that, Mark Goldwasser’s service on the Executive Committee shall automatically expire on November 15, 2014 or earlier termination of his employment with the Company for any reason, without any further action of the Board of Directors of the Company. To the extent the Executive at any time becomes the sole member of the Executive Committee, the Executive Committee shall be automatically terminated and the Executive shall report directly to the Board.
2. Section 1(k)(v) of Annex D of the Agreement is amended and restated to read as follows:
(v) the Company’s material breach of this Agreement (including, without limitation, failing to arrange for a purchaser of all or substantially all of the Company’s assets or other successor to assume this Agreement, any failure to pay compensation when due or the Board's appointment of Mark Goldwasser to the Executive Committee for any period after November 15, 2014), other than an isolated, insubstantial and inadvertent breach not occurring in bad faith that is remedied by the Company promptly following receipt of written notice thereof given by the Executive (provided that the appointment of Mr. Goldwasser to the Executive Committee for any period after November 15, 2014 without the Executive's prior written consent will be deemed to be a material breach, will not be subject to cure under this Section 1(k) and will not be considered an isolated, insubstantial or inadvertent breach not occurring in bad faith). For the avoidance of doubt, the appointment of Mr. Goldwasser to the Executive Committee through November 15, 2014 shall not constitute a material breach of this Agreement.
3. Except as specifically amended hereby, the Agreement shall remain in full force and effect.
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date(s) set forth below.
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NATIONAL HOLDINGS CORPORATION |
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/s/ Alan Levin |
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By: |
Alan Levin |
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Its: |
Chief Financial Officer |
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June 6, 2014 |
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EXECUTIVE |
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/s/ Mark D. Klein |
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Mark D. Klein |
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Date: |
June 6, 2014 |
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Exhibit 10.2
AMENDMENT TO CO-EXECUTIVE CHAIRMAN COMPENSATION PLAN
This Amendment (this “ Amendment ”) to the Co-Executive Chairman Compensation Plan between National Holdings Corporation, a Delaware corporation (the “ Company ”) and Robert B. Fagenson (the “ Executive ”) dated June 20, 2013, including the Annexes thereto (the " Agreement ") is entered into and effective on the 6 th day of June 2014.
W I T N E S S E T H:
WHEREAS , the Executive is employed by the Company pursuant to the terms of the Agreement; and
WHEREAS , pursuant to the Agreement, the Executive has the right and obligation to serve as one of only two members of the Executive Committee of the Company (with Mark D. Klein serving as the other Executive Committee member); and
WHEREAS , the Board of Directors of the Company desires to appoint Mark Goldwasser as a third member of the Executive Committee for a period of time beginning on June 6, 2014 and ending November 15, 2014 (the "applicable period"); and
WHEREAS , the Executive desires to consent to Mr. Goldwasser's appointment to the Executive Committee for the applicable period; and
WHEREAS , the parties desire to amend the Agreement to reflect this change to the composition of the Executive Committee for the applicable period; and
WHEREAS , the parties desire to confirm such change for the applicable period shall not constitute a breach of the Agreement giving rise to a Good Reason event as defined under Annex D, Section 1.k. of the Agreement.
NOW, THEREFORE , for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The Section titled "Executive Committee" shall be amended by deleting the last sentence and inserting in lieu thereof, the following:
The only other Members of such Executive Committee shall be Mark D. Klein and, for the period beginning June 6, 2014 and ending no later than November 15, 2014, Mark Goldwasser; provided, that, Mark Goldwasser’s service on the Executive Committee shall automatically expire on November 15, 2014 or earlier termination of his employment with the Company for any reason, without any further action of the Board of Directors of the Company. To the extent the Executive at any time becomes the sole member of the Executive Committee, the Executive Committee shall be automatically terminated and the Executive shall report directly to the Board.
2. Section 1(k)(v) of Annex D of the Agreement is amended and restated to read as follows:
(v) the Company’s material breach of this Agreement (including, without limitation, failing to arrange for a purchaser of all or substantially all of the Company’s assets or other successor to assume this Agreement, any failure to pay compensation when due or the Board's appointment of Mark Goldwasser to the Executive Committee for any period after November 15, 2014), other than an isolated, insubstantial and inadvertent breach not occurring in bad faith that is remedied by the Company promptly following receipt of written notice thereof given by the Executive (provided that the appointment of Mr. Goldwasser to the Executive Committee for any period after November 15, 2014 without the Executive's prior written consent will be deemed to be a material breach, will not be subject to cure under this Section 1(k) and will not be considered an isolated, insubstantial or inadvertent breach not occurring in bad faith). For the avoidance of doubt, the appointment of Mr. Goldwasser to the Executive Committee through November 15, 2014 shall not constitute a material breach of this Agreement.
3. Except as specifically amended hereby, the Agreement shall remain in full force and effect.
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date(s) set forth below.
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NATIONAL HOLDINGS CORPORATION
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/s/ Alan Levin |
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By: |
Alan Levin |
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Its: |
Chief Financial Officer |
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| Date: |
June 6, 2014 |
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EXECUTIVE
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/s/ Robert B. Fagenson |
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Robert B. Fagenson
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Date: |
June 6, 2014 |
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