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 3, 2021
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 1.01. Entry into a Material Definitive Agreement.
The information required by Item 1.01 is included in Item 5.02 below 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.
On September 3, 2021, Ballantyne Strong, Inc. (the “Company”), and its Chief Executive Officer, Mark Roberson, entered into an Amendment to Executive Employment Agreement (the “Amendment”) which amended the Executive Employment Agreement dated as of November 6, 2018 (the “Employment Agreement”). By agreement of the parties, the Amendment is dated effective August 16, 2021.
The Amendment amended the Employment Agreement to add a severance provision, providing that in the event Mr. Roberson’s employment is terminated by the Company without Cause (as defined in the Amendment), Mr. Roberson will be entitled to severance equal to one (1) year of Mr. Roberson’s base salary payable over a period of twelve (12) months following the termination date in accordance with the Company’s regular payroll practices and, if Mr. Roberson timely and properly elects continuation health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay Mr. Roberson’s COBRA premiums for a period of twelve (12) months following the termination date.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | ||
| No. | Description | |
| 10.1 | Amendment to Executive Employment Agreement, executed as of September 3, 2021, by and between Ballantyne Strong, Inc., and Mark Roberson | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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: September 8, 2021 | By: | /s/ Todd R. Major |
| Todd R. Major | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT
This Amendment to executive Employment Agreement (this “Amendment”) is made and entered into effective as of August 16, 2021 (the “Effective Date”), by and between Ballantyne Strong, Inc., a Delaware corporation (“Company”), and Mark Roberson (“Executive”).
RECITALS
| A. | Company and Executive are parties to that certain Executive Employment Agreement dated as of November 6, 2018 (the “Employment Agreement”). Unless otherwise indicated, all capitalized terms herein shall have the meanings assigned to them in the Employment Agreement; and |
| B. | Pursuant to Section 12.1 of the Employment Agreement, Company and Executive desire to amend the Employment Agreement pursuant to the terms and conditions of this Amendment. |
AGREEMENT
Now, Therefore, in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, Company and Executive hereby agree as follows:
1. The Employment Agreement is hereby amended by amending and restating Section 3 thereof in its entirety as follows:
3. Term of Employment; Termination.
3.1 The Employee’s employment will be “at-will,” meaning that either the Employee or the Company may terminate the Employee’s employment at any time and for any reason, with or without Cause (as defined below).
3.2 In the event Employee is terminated by the Company at any time without Cause, Employee will be entitled to severance equal to one (1) year of the Employee’s base salary payable over a period of twelve (12) months following the termination date in accordance with the Company’s regular payroll practices and, if Employee timely and properly elects continuation health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay Employee’s COBRA premiums for a period of twelve (12) months following the termination date.
For purposes of this Agreement, “Cause” shall mean: (i) Employee’s willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Employee’s willful failure to comply with any valid and legal directive of the Company’s Board of Directors; (iii) Employee’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, materially injurious to the Company or its affiliates; (iv) Employee’s embezzlement, misappropriation, or fraud, whether or not related to Employee’s employment with the Company; (v) Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; or (vi) Employee’s material breach of any material obligation under this Agreement or any other written agreement between Employee and the Company.
2. All other provisions of the Employment Agreement shall remain in full force and effect.
In Witness Whereof, the parties hereto have executed this Amendment to Executive Employment Agreement as of the Effective Date.
| COMPANY: | EXECUTIVE: | ||
| BALLANTYNE STRONG, INC., | |||
| a Delaware corporation | |||
| /s/ Mark Roberson | |||
| Mark Roberson | |||
| By: | /s/ Charles T. Lanktree | ||
| Name: | Charles T. Lanktree | ||
| Title: | Chairman, Compensation Committee | ||
| 2 |