UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 21, 2016
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National Holdings Corporation |
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(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 File Number) |
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(I.R.S. Employer
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410 Park Avenue, 14 th 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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Registrant’s telephone number, including area code: (212) 417-8000 |
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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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting of the Board of Directors (the “Board”) of National Holdings Corporation (the “Company”) held on September 21, 2016, the Board elected Michael Weiss as Chairman of the Board and elected Robert B. Fagenson, previously Chairman of the Board, as Vice Chairman of the Board.
On September 21, 2016, the Company and Robert B. Fagenson entered into a Seventh Amendment (the “Fagenson Amendment”) to Mr. Fagenson’s Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”), pursuant to which, among other things, the term of the Fagenson Agreement will end on December 31, 2016, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. In addition, Mr. Fagenson’s base salary was increased to the rate of $180,000 per annum. Mr. Fagenson will serve as Vice Chairman of the Board and President and Chief Executive Officer of the Company.
As an inducement to have Mr. Fagenson continue working and not terminate his employment, the Company agreed to extend his employment as set forth above, provided that Mr. Fagenson agreed to take on increased duties to mentor potential new members of management. In return for agreeing to the extension and the increased duties, the Company agreed to pay Mr. Fagenson the amount of $60,000, payable upon his signing the Fagenson Amendment. The foregoing summary of the Fagenson Amendment is qualified in its entirety by reference to the full text of the Fagenson Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on September 21, 2016, the Board approved the appointment of Glenn C. Worman as the Chief Financial Officer of the Company, to be effective October 10, 2016. Mr. Worman currently serves as the Executive Vice President - Finance of the Company. Alan B. Levin, the present Chief Financial Officer of the Company, resigned on September 26, 2016, effective October 10, 2016.
Also on September 21, 2016, Mark Goldwasser voluntarily resigned as a Director of the Company. Mr. Goldwasser will receive a payment of $12,500, representing Board director fees he would have received through the date of the anticipated next Annual Meeting of Stockholders had he remained on the Board through such date. The terms of his former employment agreement with the Company, including restrictive covenants, are not affected by his resignation.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
On September 21, 2016, the Board approved an amendment (the “Amendment”) to the Amended and Restated By-Laws of the Company (the “By-Laws”) to separate the functions of the Chairman of the Board and the Chief Executive Officer of the Company, unless the Board determines otherwise. The By-Laws also were amended to provide for a Vice Chairman of the Board and Co-President and Co-Chief Executive Officers, if so designated. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 . Financial Statements and Exhibits.
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(d) |
Exhibits: |
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3.1 |
Amendment to the Amended and Restated By-Laws of National Holdings Corporation. |
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10.1 |
Seventh Amendment to Co-Executive Chairman Compensation Plan, dated as of September 21, 2016, between National Holdings Corporation and Robert B. Fagenson. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 |
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Date: September 27, 2016 |
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/s/ Robert B. Fagenson |
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Name: Robert B. Fagenson Title: Vice Chairman and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
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| 3.1 | Amendment to the Amended and Restated By-Laws of National Holdings Corporation. | |
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10.1 |
Seventh Amendment to Co-Executive Chairman Compensation Plan, dated as of September 21, 2016, between National Holdings Corporation and Robert B. Fagenson. |
Exhibit 3.1
Amendment to the Amended and Rest ated By-Laws of the Corporation
SECTION 4. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors and, if present, shall preside at each meeting of the Board of Directors or the stockholders. At the discretion of the Board of Directors and subject to the direction and control of the Board of Directors, the Chairman of the Board shall be in charge of the over-all business of the Corporation. If so empowered by the Board, the Chairman shall have general supervision, direction and general powers and duties of management usually vested in the office of Chief Executive Officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws. The Board of Directors may appoint a Vice Chairman who shall assist the Chairman in the performance of his duties. The Chairman of the Board or the Board of Directors may designate Co-Presidents and/or Co-Chief Executive Officers.
SECTION 5. President. The President shall, subject to the direction and control of the Board of Directors and the executive authority of the Chairman of the Board, if so empowered by the Board of Directors, have general and active management of the day-to-day business of the Corporation. In the absence of the Chairman of the Board being vested by the Board of Directors with such power, the President shall be vested with the powers of the Chief Executive Officer.
SECTION 6. Vice President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, if he has executive authority, or the President. At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination then the Vice Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.
Exhibit 10.1
Seventh Amendment to the Co-Executive Chairman Compensation Plan
This Seventh 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, and as amended on June 6, 2014, October 31, 2014, October 1, 2015, December 29, 2015 and June 29, 2016 (the “ Agreement ”), is entered into and effective on the 21st day of September, 2016 .
WHEREAS , the parties desire to amend the Agreement to extend the Term of the Agreement. Terms not otherwise defined herein shall have the meaning set forth in 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 Term of the Agreement shall end on December 31, 2016.
2. The Term of the Agreement shall be extended for successive 30 day periods (“ Additional Period ”) after December 31, 2016 , unless one of the parties to the Agreement, at least five days prior to the end of the then current Additional Period, advises the other party that he or it, as the case may be, no longer wishes to extend the Term of the Agreement.
3. Executive’s Base Salary during the Term set forth herein shall be at the rate of $180,000 per year.
4. The first paragraph of the Agreement in the section entitled “Position/Duties” shall be deleted in its entirety and replaced by the following:
“During the Term, Executive shall serve as Vice-Chairman of the Company and shall also serve as President-Chief Executive Officer or Co-President-Co-Chief Executive Officer of the Company, as determined by the Board of Directors of the Company, and shall have such duties and responsibilities as are typically associated with such titles.”
5. The paragraph entitled “Executive Committee” shall be deleted in its entirety and all references to it in the Agreement shall be null and void.
6. As an inducement to have Mr. Fagenson continue working and not terminate his employment, the Company agrees to extend his employment as set forth above, provided that Mr. Fagenson agrees to take on the increased duties to mentor potential new members of management. In return for agreeing to the extension and the increased duties, the Company agrees to pay Mr. Fagenson the amount of $60,000 , payable upon the amendment being fully executed.
7 . 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 set forth below.
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NATIONAL HOLDINGS CORPORATION
/s/ Glenn C. Worman
EXECUTIVE
/s/ Robert B. Fagenson
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