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): August 31, 2018
Party City Holdco Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37344 | 46-0539758 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
| 80 Grasslands Road Elmsford, New York |
10523 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (914) 345-2020
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:
| ☐ | 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 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 |
Effective as of August 31, 2018 (the “Separation Date”), Gregg Melnick’s employment as President of Party City Holdco Inc. (the “Company”) ended. In connection with his separation of employment, Mr. Melnick entered into a separation agreement with the Company (the “Separation Agreement”).
Pursuant to the Separation Agreement, Mr. Melnick will receive (i) base salary continuation through January 31, 2019 and (ii) an amount equal to two-thirds (2/3) of the amount that would be payable to Mr. Melnick under the Company’s annual bonus plan for 2018, payable in a lump sum in accordance with the bonus plan. In addition, the options to purchase common stock of the Company held by Mr. Melnick that are vested as of the Separation Date will remain outstanding and exercisable until April 1, 2019.
The Separation Agreement includes certain restrictions on competition, solicitation of persons having business relationships with the Company and hiring of employees, which will continue through January 30, 2020, and with respect to disclosure of the Company’s confidential information and also includes a release of claims in favor of the Company, its affiliates and certain other persons.
The Separation Agreement will be filed with the Company’s next quarterly report on Form 10-Q.
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.
| PARTY CITY HOLDCO INC. | ||
| By: | /s/ Daniel J. Sullivan | |
| Name: | Daniel J. Sullivan | |
| Title: | Chief Financial Officer | |
Date: August 31, 2018