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
September
15, 2020
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(IRS
Employer
Identification
Number)
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4201
Congress Street, Suite 175
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Charlotte,
North Carolina
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28209
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Shares, $.01 par value
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BTN
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NYSE
American
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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
September 15, 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 fourth temporary reduction in the base
salaries otherwise payable to the executive officers. On September 15, 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 September 1, 2020 until and including September 30, 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.
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.
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BALLANTYNE
STRONG, INC.
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Date:
September 15, 2020
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By:
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/s/
Todd R. Major
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Todd
R. Major
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Chief
Financial Officer
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Exhibit 10.1
September
15, 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 September
1, 2020 and continuing until and including September 30, 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.
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By:
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/s/ Todd R. Major
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Name:
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Todd R. Major
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Title:
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CFO
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Acknowledged
and Agreed as of September 15, 2020:
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/s/ Mark D. Roberson
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Mark
D. Roberson
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Exhibit 10.2
September
15, 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 September
1, 2020 and continuing until and including September 30, 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.
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By:
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/s/ Mark D. Roberson
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Name:
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Mark
D. Roberson
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Title:
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CEO
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Acknowledged
and Agreed as of September 15, 2020:
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/s/ Ray F. Boegner
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Ray
F. Boegner
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Exhibit
10.3
September
15, 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 September
1, 2020 and continuing until and including September 30, 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,
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BALLANTYNE
STRONG, INC.
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By:
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/s/
Mark D. Roberson
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Name:
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Mark
Roberson
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Title:
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CEO
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Acknowledged
and Agreed as of September 15, 2020:
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/s/
Todd R. Major
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Todd
R. Major
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