Town Sports International Holdings, Inc. (NASDAQ:CLUB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
The information required herein is incorporated by reference to
Item 5.02 below.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 25, 2017, the Board of Directors of Town Sports
International Holdings, Inc. (the Company) approved the
appointment of Stuart M. Steinberg as General Counsel of the
Company, effective as of May 1, 2017. Mr. Steinberg, age 60, has
been providing advisory legal services to the Company as an
outside consultant since February 2016, through his law firm
Stuart M. Steinberg P.C. (the Firm).
Mr. Steinberg has been the sole stockholder of the Firm since
2014. Prior to that he was the majority stockholder of Steinberg
Fineo Berger Fischoff P.C, where Mr. Steinberg and his firm
served as general counsel to Sbarro, LLC for 15 years, as well as
various other companies located throughout the New York
metropolitan area. Mr. Steinberg has extensive experience in
serving as a general counsel, and specifically with regard to
commercial lease negotiations, all facets of corporate
representation, employment law and litigation. Mr. Steinberg
received his law degree from Pace University in 1982, and is
licensed to practice law in the State of New York. Mr. Steinberg
has served on the Board of Directors of Sheralven Enterprises
Ltd. since January 2014.
In connection with Mr. Steinbergs appointment as General Counsel
of the Company, Town Sports International, LLC, a subsidiary of
the Company, and Mr. Steinberg entered into a Letter Agreement,
effective as of May 1, 2017 (the Letter Agreement). to the Letter
Agreement, Mr. Steinberg will earn an annual base salary of
$280,000 and be eligible for an annual bonus as determined by the
sole and absolute discretion of the Company, based upon the
Companys financial results, individual performance and the year
over year savings of legal fees incurred by the Company. Mr.
Steinberg will also be able to participate in the benefit
programs generally available to the Companys executives. Mr.
Steinbergs employment has no specified term and will be on an
at-will basis, whereby his employment can be terminated for any
reason upon thirty days written notice.
Furthermore, the Company and the Firm previously entered into an
Engagement Letter Agreement dated as of February 4, 2016, and as
amended and restated effective as of May 1, 2017 (the Engagement
Letter), to which the Company engaged the Firm to provide general
legal services requested by the Company, including, but not
limited to, legal research, factual investigation, the review and
preparation of real estate documents, the review and negotiation
of contracts, the review and handling of employment matters,
litigation management and such other legal services requested by
the Company to support the Companys General Counsel Office. The
Agreement provides for a monthly retainer fee payable to the Firm
in the amount of $21,250. The term of the Engagement Letter will
be on a month-to-month basis, renewing automatically for
successive one month periods, unless earlier terminated in
accordance with the terms of the Letter Agreement. The Company
will also reimburse the Firm for any expenses incurred in
connection with the Firms services to the Company. Either the
Company or the Firm may terminate the Agreement at any time by
providing 30 days written notice to the other party.
The foregoing summary description of the Letter Agreement and
Engagement Letter are qualified in their entirety by reference to
the full text of the Letter Agreement and Engagement Letter,
copies of which are attached to this report on Form 8-K as
Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 |
Letter Agreement between Town Sports International, LLC and Stuart M. Steinberg. |
| 10.2 |
Amended and Restated Engagement Letter Agreement between Town Sports International Holdings, Inc. and Stuart M. Steinberg P.C. |
About Town Sports International Holdings, Inc. (NASDAQ:CLUB)
Town Sports International Holdings, Inc. (Town Sports) is an owner and operator of fitness clubs in the Northeast and Mid-Atlantic regions of the United States. The Company, through its subsidiaries, operates over 150 fitness clubs (clubs) and approximately three BFX Studio (studio) locations. The Company’s operating segments include New York Sports Clubs (NYSC), Boston Sports Clubs (BSC), Philadelphia Sports Clubs (PSC), Washington Sports Clubs (WSC), Swiss Sports Clubs and BFX Studio. It owns and operates over 105 clubs under the NYSC brand name within New York City, including in approximately 40 locations in Manhattan. It owns and operates approximately 30 clubs in the Boston region under BSC brand name, over 10 fitness clubs in the Washington, District of Columbia region under WSC brand name, and approximately five clubs in the Philadelphia region under PSC brand name. In addition, it owns and operates approximately three fitness clubs in Switzerland. Town Sports International Holdings, Inc. (NASDAQ:CLUB) Recent Trading Information
Town Sports International Holdings, Inc. (NASDAQ:CLUB) closed its last trading session up +0.38 at 4.05 with 146,992 shares trading hands.
