Attached files

file filename
EX-10.1 - TOWN SPORTS INTERNATIONAL HOLDINGS INCex101to8k11125001_07162020.htm

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 14, 2020

 

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

 

 
(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)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common stock, $0.001 par value per share

CLUB Nasdaq Global Market

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2020, the Board of Directors of Town Sports International Holdings, Inc. (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as amended and restated on March 13, 2018, as previously amended by Amendment No. 1 dated June 15, 2019 (as amended, the “MSPP”).

The changes to the MSPP pursuant to the Amendment approved by the Board of Directors of the Company include, but are not limited to, revisions to the definition of “Voluntary Holding Period” and to Article V of the MSPP, in order to provide for certain accelerated matching and vesting entitlements for participants in the MSPP upon a change of control.

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

Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
10.1Amendment No. 2 to the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, As Amended, dated July 14, 2020.

 

 

 

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 thereunto duly authorized.

  TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
  (Registrant)
   
Date: July 15, 2020 By:

/s/ Patrick Walsh

    Patrick Walsh
    Chairman and Chief Executive Officer