Current Report Filing (8-k)
March 25 2020 - 4:21PM
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):
March 23, 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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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 1.02
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Termination of a Material Definitive Agreement.
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On March 23,
2020, Town Sports International Holdings, Inc. (the “Company”) delivered notice of termination of that certain professional
services agreement, effective as of November 12, 2019 (the “Services Agreement”), with Alvarez & Marsal Corporate
Performance Improvement, LLC (“Alvarez & Marsal”). The Services Agreement provided for (i) the engagement of Helen
Van Ness as interim Chief Financial Officer of the Company and (ii) the provision of certain additional consulting and advisory
services to the Company by Alvarez & Marsal. The Company had been paying Alvarez & Marsal a fee of $165,000 per month for
the services provided pursuant to the Services Agreement. The Company was entitled to terminate the Services Agreement without
penalty with immediate effect upon delivery of written notice to Alvarez & Marsal.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 23, 2020,
in connection with the termination of the Services Agreement, the Company terminated Helen Van Ness as interim Chief Financial
Officer. The termination of Ms. Van Ness is effective immediately and was not due to any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices.
The Company has appointed
Phillip Juhan as Chief Financial Officer with immediate effect as of March 23, 2020. Mr. Juhan, age 45, has served as Vice President
of Business Operations for the Company since August 13, 2018. Mr. Juhan brings a number of years of progressive experience in both
financial and entrepreneurial leadership roles. From 2002 to 2014, Mr. Juhan worked in the Investment Banking Divisions of Prudential
Financial and the Bank of Montreal, where he led consumer focused research within the Financial Services (Real Estate, Gaming and
Lodging) and Consumer (Broadlines Retail and Restaurants) sectors. Since 2014, Mr. Juhan has served as Founder and President of
B.L.K. LLC, a restaurant operating company, and as Founder and General Partner of Simple PropCo LLC, a Georgia based real estate
holding company.
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.
Date: March 25, 2020
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TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
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(Registrant)
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Chairman and Chief Executive Officer
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