UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):October 18, 2013
XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-31553 | | 76-0307819 |
(Commission File Number) | | (IRS Employer Identification No.) |
475 10th Avenue, 4th Floor, New York, NY
(Address of Principal Executive Offices) | | 10018
(Zip Code) |
(347) 727-2474
(Registrant’s Telephone Number, Including Area Code)
(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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 18, 2013, XCel Brands, Inc. (the “Company”) and Robert W. D’Loren, Chairman and Chief Executive Officer of the Company (“D’Loren”) entered into Amendment No. 2 to Amended and Restated Employment Agreement dated as of February 21, 2012, as amended, by and among the Company and D’Loren. Pursuant to the amendment, the agreement was amended to increase the amount of reimbursement for undocumented expenses to $100,000 and provide for reimbursement of up to $25,000 for membership in certain business, athletic and social clubs and related expenses.
On October 18, 2013, the Company and each of James Haran, its Chief Financial Officer, and Seth Burroughs, its Executive Vice President of Business Development, entered into Amendment No. 2 to their respective Amended and Restated Employment Agreements with the Company, each dated as of February 21, 2012, as amended. Pursuant to the amendments, (i) the annual base salaries for Messrs. Haran and Burroughs were increased to $300,000 and $275,000, respectively, commencing September 16, 2013 and (ii) the maximum cash bonus for which each such executive is eligible was increased to $60,000 per annum, commencing in 2014.
On October 18, 2013, the Company and Guiseppe Falco, its President and Chief Operating Officer, entered into Amendment No. 1 to the Amended and Restated Employment Agreement, dated as of February 21, 2012, by and among the Company and Mr. Falco. Pursuant to the amendment, (i) Mr. Falco’s annual base salary was increased to $375,000, effective September 16, 2013 and (ii) the annual cash bonus provision was amended, commencing in 2014, to revise the criteria upon which the cash bonus is payable and to increase the maximum cash bonus for which Mr. Falco is eligible to receive $75,000 per annum.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | Description |
| | |
| No. 10.1 | Amendment No. 2 to Amended and Restated Employment Agreement between the Company and Robert J. D’Loren |
| | |
| No. 10.2 | Amendment No. 2 to Amended and Restated Employment Agreement between the Company and James Haran |
| | |
| No. 10.3 | Amendment No. 2 to Amended and Restated Employment Agreement between the Company and Seth Burroughs |
| | |
| No. 10.4 | Amendment No. 2 to Amended and Restated Employment Agreement between the Company and Guiseppe Falco |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| | XCEL BRANDS, INC. | |
| | (Registrant) | |
| | | | |
| | By: | /s/ James F. Haran | |
| | | Name: James F. Haran | |
| | | Title: Chief Financial Officer | |
| | | | |
| Date: October 21, 2013 | | | |
