Current Report Filing (8-k)
11 Juli 2014 - 10:08PM
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): July 7, 2014
STR Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-34529 |
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27-1023344 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
Incorporation or Organization) |
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Identification No.) |
18 Craftsman Road |
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East Windsor, Connecticut |
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06088 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (860) 763-7014
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 7, 2014, STR Holdings, Inc. (the Company) entered into retention agreement amendments (Amendments) with certain members of senior management, including each of Alan N. Forman, the Companys Senior Vice President and General Counsel, and Joseph C. Radziewicz, the Companys Vice President, Chief Financial Officer and Chief Accounting Officer (each an Executive Officer and collectively, the Executive Officers). The Amendments amend the retention agreements, dated as of July 18, 2013 (the Original Agreements) between the Company and each Executive Officer previously disclosed and filed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2013.
The Amendments extend the outside date of each Original Agreement from June 30, 2014 to December 31, 2014. Accordingly, each Executive Officer will be entitled to receive the retention bonus provided under his Original Agreement if a closing of a Change of Control Transaction (as defined in the Original Agreements) occurs prior to December 31, 2014 so long as the Executive Officer remains employed by the Company on such date. In the event of a Covered Termination (as defined in the Original Agreements), such Executive Officer would also be entitled to receive his respective retention bonus as if he was employed on such date. The Amendments also remove a plan of liquidation or dissolution of the Company from the definition of Change in Control in the Original Agreements.
The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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Retention Agreement Amendment dated July 7, 2014 between the Company and Alan N. Forman. |
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10.2 |
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Retention Agreement Amendment dated July 7, 2014 between the Company and Joseph C. Radziewicz. |
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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 hereunto duly authorized.
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STR Holdings, Inc. |
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Date: July 11, 2014 |
By: |
/s/ Alan N. Forman |
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Alan N. Forman |
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Senior Vice President and General Counsel |
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EXHIBIT INDEX
Exhibit No. |
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Description |
10.1 |
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Retention Agreement Amendment dated July 7, 2014 between the Company and Alan N. Forman. |
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10.2 |
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Retention Agreement Amendment dated July 7, 2014 between the Company and Joseph C. Radziewicz. |
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Exhibit 10.1
July 7, 2014
By Hand
Alan N. Forman
Re: Amendment of Retention Bonus Letter Agreement
Dear Alan:
As you know, we have provided you with an opportunity to earn a retention bonus pursuant to that certain letter agreement dated July 18, 2013 (the Existing Letter Agreement). Capitalized terms used herein shall have the meaning ascribed to such terms in the Existing Letter Agreement.
As we continue evaluating strategic alternatives, we are pleased to extend the Outside Date of your Existing Letter Agreement from June 30, 2014 to December 31, 2014. As a result, you will be entitled to receive the Retention Bonus if a Closing occurs by December 31, 2014 so long as you remain employed by the Company on the date of Closing; provided however, in the event of a Covered Termination, you shall also be entitled to receive the Retention Bonus as if you were employed on such date. But, please note that since none of the Quarterly Financial Targets were achieved, you are not due any Retention Bonus based upon the Companys financial performance.
In addition, please note that the Existing Letter Agreement is hereby further amended so that you are not eligible for a Retention Bonus in the event that the stockholders of the Company approve a plan of complete liquidation or dissolution. Accordingly, the following words, the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or are hereby deleted from subsection (iv) of the definition of Change in Control.
Except as set forth above, the Existing Letter Agreement shall continue in full force and effect. We look forward to your continued employment with us.
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Very truly yours, |
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By: |
/s/ Robert S. Yorgensen |
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Name: Robert S. Yorgensen |
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Title: President and CEO |
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Agreed to and accepted: |
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/s/ Alan N. Forman |
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Alan N. Forman |
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Exhibit 10.2
July 7, 2014
By Hand
Joseph C. Radziewicz
Re: Amendment of Retention Bonus Letter Agreement
Dear Joe:
As you know, we have provided you with an opportunity to earn a retention bonus pursuant to that certain letter agreement dated July 18, 2013 (the Existing Letter Agreement). Capitalized terms used herein shall have the meaning ascribed to such terms in the Existing Letter Agreement.
As we continue evaluating strategic alternatives, we are pleased to extend the Outside Date of your Existing Letter Agreement from June 30, 2014 to December 31, 2014. As a result, you will be entitled to receive the Retention Bonus if a Closing occurs by December 31, 2014 so long as you remain employed by the Company on the date of Closing; provided however, in the event of a Covered Termination, you shall also be entitled to receive the Retention Bonus as if you were employed on such date. But, please note that since none of the Quarterly Financial Targets were achieved, you are not due any Retention Bonus based upon the Companys financial performance.
In addition, please note that the Existing Letter Agreement is hereby further amended so that you are not eligible for a Retention Bonus in the event that the stockholders of the Company approve a plan of complete liquidation or dissolution. Accordingly, the following words, the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or are hereby deleted from subsection (iv) of the definition of Change in Control.
Except as set forth above, the Existing Letter Agreement shall continue in full force and effect. We look forward to your continued employment with us.
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Very truly yours, |
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By: |
/s/ Robert S. Yorgensen |
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Name: Robert S. Yorgensen |
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Title: President and CEO |
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Agreed to and accepted: |
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/s/Joseph Radziewicz |
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Joseph C. Radziewicz |
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