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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 1, 2012
Date of report (Date of earliest event reported)
Supertel Hospitality, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
1-34087 | 52-1889548 | |
(Commission File Number) |
(IRS Employer Identification No.) | |
1800 West Pasewalk Avenue, Suite 200 Norfolk, NE |
68701 | |
(Address of Principal Executive Offices) | (Zip Code) |
(402) 371-2520
(Registrants Telephone Number, Including Area Code)
(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)) |
Section 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 1, 2012, Supertel Hospitality Inc.s executives, Kelly Walters, President and Chief Executive Officer, Corrine Scarpello, Senior Vice President and Chief Financial Officer, David Walter, Senior Vice President and Treasurer, and Steve Gilbert, Senior Vice President and Chief Operating Officer entered into new employment agreements in connection with the isssuance and sale of Supertels Series C Cumulative Convertible Preferred Stock pursuant to a Purchase Agreement dated November 16, 2011 with Real Estate Strategies, L.P. (RES), an investment vehicle indirectly controlled by IRSA Inversiones y Representaciones Sociedad Anónima (IRSA). The agreements maintain the executives current salaries and are generally in the form of the executives prior employment agreements except for increase in the term of the agreements and the addition of severance payments in the event Supertel terminates the executives employment without cause or the executive terminates employment for good reason. The term of Mr. Walters and Ms. Scarpellos employment agreement is three years, and their severance payment is initially three times their base salary. The term of Mr. Walters and Mr. Gilberts employment agreement is two years, and their severance payment is initially two times their base salary. Severance amounts reduce by six months during each year of employment. One-third of the severance will be paid in the form of Supertel equity to the extent available from shareholder approved plans.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
10.1 | Employment Agreement, dated February 1, 2012, between Kelly Walters and Supertel Hospitality, Inc. | |
10.2 | Employment Agreement, dated February 1, 2012, between Corrine Scarpello and Supertel Hospitality, Inc. | |
10.3 | Employment Agreement, dated February 1, 2012, between David Walter and Supertel Hospitality, Inc. | |
10.4 | Employment Agreement, dated February 1, 2012, between Steve Gilbert and Supertel Hospitality, Inc. |
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.
Supertel Hospitality, Inc. | ||||||||
Date: February 7, 2012 | By: | /s/ Corrine L. Scarpello | ||||||
Name: | Corrine L. Scarpello | |||||||
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Description | |
10.1 | Employment Agreement, dated February 1, 2012, between Kelly Walters and Supertel Hospitality, Inc. | |
10.2 | Employment Agreement, dated February 1, 2012, between Corrine Scarpello and Supertel Hospitality, Inc. | |
10.3 | Employment Agreement, dated February 1, 2012, between David Walter and Supertel Hospitality, Inc. | |
10.4 | Employment Agreement, dated February 1, 2012, between Steve Gilbert and Supertel Hospitality, Inc. |