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Quotes & Info
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| PRXI > SEC Filings for PRXI > Form 8-K on 3-Jul-2012 | All Recent SEC Filings |
3-Jul-2012
Change in Directors or Principal Officers, Other Events, Financial Stat
Effective June 29, 2012, the Board of Directors of the Company appointed Samuel Weiser to the position of President and Chief Executive Officer. Mr. Weiser is currently a director of the Company, and will continue to serve in that capacity.
Mr. Weiser, age 52, served as Interim Chief Financial of the Company from May
2011 until June 27, 2011, and as Interim President and Chief Executive Officer
from November 28, 2011 through June 29, 2012. From February through October 2009
and again since July 2010, Mr. Weiser provided consulting services to us through
a consulting agreement. Mr. Weiser is also the owner of Foxdale Management, LLC,
a consulting firm founded by Mr. Weiser that provides operational consulting to
asset management firms and litigation support services in securities related
disputes. He was the Chief Operating Officer of Sellers Capital LLC, an
investment management firm, where he was responsible for all non-investment
activities, from 2007 to 2010. Mr. Weiser remains a member of Sellers Capital
LLC. Mr. Weiser is also an indirect investor in Sellers Capital Master Fund,
Ltd., an investment fund managed by Sellers Capital LLC and Premier's largest
shareholder. From April 2005 to 2007, he was a Managing Director responsible for
the Hedge Fund Consulting Group within Citigroup Inc.'s Global Prime Brokerage
division. Mr. Weiser also served as Chairman of the Managed Funds Association, a
lobbying organization for the hedge fund industry, from 2001 to 2003. Mr. Weiser
is also a former partner in Ernst & Young. Mr. Weiser also serves as a director
of Paragon Technologies, Inc. He received a Bachelor of Arts in Economics from
Colby College and a Master of Science in Accounting from George Washington
University.
The Company confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Mr. Weiser and any director or executive officer of the Company and (2) there was no arrangement or understanding between Mr. Weiser and any other person pursuant to which he was elected to his position with the Company. Pursuant to Item 404(a) of Regulation S-K, the Company reports that On February 2, 2009, the Company entered into a month to month consulting agreement with Foxdale Management, LLC and Mr. Samuel Weiser whereby Mr. Weiser has provided advice and other consulting services to the Company at a rate which was originally not to exceed $20 thousand per month and amended in January 2011 not to exceed $25 thousand per month. This agreement was filed by the Company as an exhibit to its Form 10-Q dated July 10, 2009. Mr. Weiser earned and was paid a total of $191,250 for consulting services in fiscal year 2011 and $295,000 for consulting services in fiscal year 2012.
On June 29, 2012, the Company and Mr. Weiser also entered into an Employment Agreement (the "Agreement"). The Agreement provides for Mr. Weiser's employment for an indefinite term as President and Chief Executive Officer of the Company. The Agreement may be terminated by either party at any time, subject to certain severance provisions provided in the Agreement. Pursuant to the agreement, the Company will pay Mr. Weiser a salary of $360,000 per year. In addition, Mr. Weiser will receive 250,000 stock appreciation rights and 99,074 restricted stock units under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. 48,611 stock appreciation rights and 79,681 restricted stock units vested immediately, with the remainder vesting in twenty-nine equal parts each month thereafter. The stock appreciation rights will be settled in cash, and expire five years from the date of grant. The restricted stock units will be settled in stock. Upon a termination without cause or by Mr. Weiser for good reason, as such terms are defined in the employment agreement. Mr. Weiser would be entitled to six months salary as severance plus vesting of his equity awards. "Cause" is defined in the Agreement to include (i) failure to substantially perform duties reasonable and customary for a CEO in the Exhibition Business and/or failure to comply with the covenants and other provisions contained in this Agreement which are not remedied in a reasonable period of time after receipt of written notice from the Company setting forth the nature of such failure; or (ii) fraud, misappropriation, embezzlement or similar acts of dishonesty; Conviction of a felony or misdemeanor involving moral turpitude; or Intentional and willful misconduct relating to the Executive's employment that may subject the Employer to criminal and or civil liability.
In connection with his appointment as President and Chief Executive Officer, Mr. Weiser has agreed to forgo all director fees as of July 1, 2012.
The Company also announced on July 3, 2012, that the Board of Directors of the Company appointed John Norman to the position of President of Arts and Exhibitions International, LLC (formerly PEM Newco, LLC), a subsidiary of Premier Exhibition Management, LLC, which is a subsidiary of the Company, effective June 25, 2012.
Mr. Norman, age 52, previously served as President of the Arts and Exhibitions International division of AEG Live, until its April 2012 acquisition by the Company and Arts and Exhibitions International, LLC. Mr. Norman previously served as Co-President and Chief Operating Officer of Clear Channel Exhibitions, and prior thereto as Senior Vice President of SFX entertainment.
The Company confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Mr. Norman and any director or executive officer of the Company, (2) there was no arrangement or understanding between Mr. Norman and any other person pursuant to which he was elected to his position with the Company, and (3) there is no transaction between Mr. Norman and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On June 25, 2012, Arts and Exhibitions International, LLC, and Mr. Norman also
entered into an Employment Agreement (the "Norman Agreement"). The Norman
Agreement provides for Mr. Norman's employment for a two year term as President
of Arts and Exhibitions International, LLC (formerly PEM Newco, LLC). The
Agreement may be terminated by either party at any time, subject to certain
severance provisions provided in the Agreement. Pursuant to the agreement, the
Company will pay Mr. Norman a salary of $320,000 per year. In addition,
Mr. Norman has the opportunity to earn an annual cash bonus of up to 100% of his
base salary. The bonus is calculated as (a) 15% of the management fee earned by
Arts and Exhibitions International, LLC, above the minimum management fee earned
pursuant to its agreement with AEG Live, LLC, plus (b) 10% of the gross profit
of Arts and Exhibitions International, LLC, that is based on new content, plus
(c) 2.5% of the annual EBITDA of Premier Exhibition Management, LLC. Upon a
termination without cause or by Mr. Norman for good reason, as such terms are
defined in the Norman Agreement, Mr. Norman would be entitled to six months
salary as severance. "Cause" is defined in the Norman Agreement to include
(i) failure to substantially perform duties reasonable and customary for a
division President in the Exhibition Business and/or failure to comply with the
covenants and other provisions contained in this Agreement which in each case
are not remedied in a reasonable period of time after receipt of written notice
from the Company setting forth the nature of such failure; or (ii) fraud,
misappropriation, embezzlement or similar acts of dishonesty; or
(iii) conviction of a felony or misdemeanor involving moral turpitude which in
the reasonable opinion of the board of directors will adversely affect Company
or its reputation; or (iv) intentional and willful misconduct that may subject
the employer to criminal and or civil liability.
This summary does not purport to be complete and is qualified by reference to the full text of the agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are hereby incorporated herein by reference.
On July 3, 2012, Premier Exhibitions, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
10.1 Employment Agreement, dated June 29, 2012, by and between the Company and
Samuel S. Weiser
10.2 Stock Appreciation Right Agreement, by and between the Company and Samuel
S. Weiser, dated June 29, 2012
10.3 Restricted Stock Unit Agreement, by and between the Company and Samuel S.
Weiser, dated June 29, 2012
10.4 Employment Agreement, dated June 25, 2012, by and between Arts and
Exhibitions International, LLC, and John Norman
99.1 Press Release dated July 3, 2012
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