Current Report Filing (8-k)
February 28 2020 - 5:32PM
Edgar (US Regulatory)
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
Date of Report (Date of Earliest Event Reported):
February 28, 2020
Town Sports International Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36803
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20-0640002
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 US North Highway 1, Suite 201, Jupiter, Florida
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33477
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(Address of Principal Executive Offices)
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(Zip Code)
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399 Executive Boulevard, Elmsford, New York
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10523
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(Mailing address)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (212) 246-6700
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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 (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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, $0.001 par value per share
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CLUB
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Nasdaq Global Market
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously
announced, on January 6, 2020, Town Sports International, LLC (“TSI”), a wholly owned subsidiary of Town Sports International
Holdings, Inc., entered into an asset purchase agreement (as amended, the “Purchase Agreement”) with Flywheel Sports,
Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC,
Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC (collectively, the “Sellers”),
pursuant to which TSI has agreed to purchase substantially all of the assets of the Flywheel studio business of the Sellers and
assume certain liabilities of the Sellers relating to such studio business. On February 28, 2020, TSI and the Sellers entered into
a second amendment (the “Amendment”) to the Purchase Agreement to extend the parties’ right to terminate the
Purchase Agreement to May 1, 2020.
The foregoing
description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1
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Second Amendment to Asset Purchase Agreement, dated February 28, 2020, among Town Sports International, LLC and Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC.
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SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
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(Registrant)
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Date:
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February 28, 2020
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By:
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/s/ Patrick Walsh
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Patrick Walsh
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Second Amendment to Asset Purchase Agreement, dated February 28, 2020, among Town Sports International, LLC and Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC.
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