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

 

August 17, 2020

Date of Report (Date of earliest event reported)

 

BALLANTYNE STRONG, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   1-13906   47-0587703
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File No.)   Identification Number)

 

4201 Congress Street, Suite 175    
Charlotte, North Carolina   28209
(Address of principal executive offices)   (Zip Code)

 

(704) 994-8279

(Registrant’s telephone number including area code)

 

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 (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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Shares, $.01 par value   BTN   NYSE American

 

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.

 

On August 17, 2020, in response to the continued impact of the COVID-19 pandemic on the Company, the economy and the industry, each executive officer of Ballantyne Strong, Inc. (the “Company”) agreed to a third temporary reduction in the base salaries otherwise payable to the executive officers. On August 18, 2020, the Board of Directors of the Company approved these reductions. Mark D. Roberson, Chief Executive Officer of the Company, Ray F. Boegner, President of Strong Entertainment, and Todd R. Major, Chief Financial Officer of the Company, have agreed to a 25% reduction in each of their salaries. Following such reductions, Messrs. Roberson’s, Boegner’s and Major’s annual base salary rates are $187,500, $206,250, and $150,000, respectively.

 

The base salary reductions are effective from August 1, 2020 until and including August 31, 2020. The base salary reductions are expected to be temporary until the Company resumes normal operations.

 

The Company entered into letter agreements with Messrs. Roberson, Boegner and Major regarding the salary reductions. The description set forth above is qualified in its entirety by the full text of the letter agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit    
No.   Description
     
10.1   Letter Agreement, dated as of August 17, 2020, by and between the Company and Mark D. Roberson.
     
10.2   Letter Agreement, dated as of August 17, 2020, by and between the Company and Ray F. Boegner.
     
10.3   Letter Agreement, dated as of August 17, 2020, by and between the Company and Todd R. Major.

 

 

 

 

SIGNATURES

 

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.

 

  BALLANTYNE STRONG, INC.
   
Date: August 18, 2020 By: /s/ Todd R. Major
    Todd R. Major
    Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

 

August 17, 2020

 

Dear Mark:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Ballantyne Strong, Inc. (the “Company”).

 

You have voluntarily agreed, during the Specified Period (as defined below), to reduce your rate of base salary by 25%, from your current rate of base salary of $250,000 (your “Regular Salary”) to a rate of base salary of $187,500 (your “Reduced Salary”). The “Specified Period” shall mean the period commencing on August 1, 2020 and continuing until and including August 31, 2020.

 

For the avoidance of doubt, the reduction from your Regular Salary to your Reduced Salary will not entitle you to any severance or other payments or any other rights or be deemed to constitute a breach of the Company’s obligations to you under the executive employment agreement between you and the Company dated November 6, 2018 (the “Employment Agreement”) during the Specified Period.

 

Except as modified hereby, the Employment Agreement shall remain in full force and effect.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

BALLANTYNE STRONG, INC.

 

By: /s/ Todd R. Major  
Name: Todd R. Major  
Title: CFO  

 

Acknowledged and Agreed as of August 17, 2020:

 

/s/ Mark D. Roberson  
Mark D. Roberson  

 

 

 

Exhibit 10.2 

 

 

August 17, 2020

 

Dear Ray:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Ballantyne Strong, Inc. (the “Company”).

 

You have voluntarily agreed, during the Specified Period (as defined below), to reduce your rate of base salary by 25%, from your current rate of base salary of $275,000 (your “Regular Salary”) to a rate of base salary of $206,250 (your “Reduced Salary”). The “Specified Period” shall mean the period commencing on August 1, 2020 and continuing until and including August 31, 2020.

 

For the avoidance of doubt, for all purposes of the definition of “good reason” set forth in the executive employment agreement between you and the Company dated February 14, 2012 (the “Employment Agreement”), the reduction from your Regular Salary to your Reduced Salary will not be deemed to constitute a material breach of the Company’s obligations to you under the Employment Agreement during the Specified Period.

 

Notwithstanding the foregoing, for all purposes of Section 7 of the Employment Agreement, determinations made by reference to your “Base Salary” shall be based on your Regular Salary during the Specified Period.

 

Except as modified hereby, the Employment Agreement shall remain in full force and effect.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

BALLANTYNE STRONG, INC.

 

By: /s/ Mark D. Roberson  
Name: Mark D. Roberson  
Title: CEO  

 

Acknowledged and Agreed as of August 17, 2020:

 

/s/ Ray F. Boegner  
Ray F. Boegner  

 

 

 

 

Exhibit 10.3

 

 

August 17, 2020

 

Dear Todd:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Ballantyne Strong, Inc. (the “Company”).

 

You have voluntarily agreed, during the Specified Period (as defined below), to reduce your rate of base salary by 25%, from your current rate of base salary of $200,000 (your “Regular Salary”) to a rate of base salary of $150,000 (your “Reduced Salary”). The “Specified Period” shall mean the period commencing on August 1, 2020 and continuing until and including August 31, 2020.

 

For the avoidance of doubt, the reduction from your Regular Salary to your Reduced Salary will not entitle you to any severance or other payments or any other rights or be deemed to constitute a breach of the Company’s obligations to you under the employment agreement between you and the Company dated March 20, 2019 (the “Employment Agreement”) during the Specified Period.

 

Except as modified hereby, the Employment Agreement shall remain in full force and effect.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

BALLANTYNE STRONG, INC.

 

By: /s/ Mark Roberson  
Name: Mark Roberson  
Title: CEO  

 

Acknowledged and Agreed as of August 17, 2020:

 

/s/ Todd Major  
Todd Major