CLUB Town Sports International Holdings Inc

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 13, 2018

 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware	001-36803	20-0640002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1001 US North Highway 1, Suite 201, Jupiter, Florida		33477
(Address of Principal Executive Offices)		(Zip Code)
399 Executive Boulevard, Elmsford, New York		10523
(Mailing Address)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 246-6700

 

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))

 

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 March 13, 2018, the Board of Directors of Town Sports International Holdings, Inc. (the “Company” or “TSI Holdings”) approved the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018 (the “Amended MSPP”), which amends and restates the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan (the “MSPP”).  The changes to the MSPP approved by the Board of Directors of the Company include, but are not limited to, a revision to the definition of “Market Value” to clarify the calculation, a revision to the determination of “Purchase Price” as it relates to the purchase of shares pursuant to the MSPP, and a revision to the limitation on a MSPP participant’s purchase of shares of TSI Holdings common stock to change the limitation period from a 12-month period to a calendar year period.

 

The foregoing description of the Amended MSPP is qualified in its entirety by reference to the full text of the Amended MSPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

 

 

Item 9.01

Financial Statements and Exhibits.

   

(d)

Exhibits.

 

Exhibit No.		Description
10.1		Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018.

 

 

 

SIGNATURES

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 hereunto duly authorized.

 

 

	TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
Dated: March 19, 2018	By:	/s/ Carolyn Spatafora
		Name:	Carolyn Spatafora
		Title:	Chief Financial Officer

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018.