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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 30, 2010, the Board of Directors of Wilhelmina International, Inc. (the
“Company”) held a special meeting of directors (the “Special Meeting”) at which
James Risher and Jonathan Bren expressed their intention to resign as directors
of the Company. Mr. Risher tendered his resignation after the
conclusion of the Special Meeting on January 30, 2010. Mr. Bren
tendered his resignation the following day on January 31, 2010. At
the Special Meeting, the Board of Directors of the Company reduced the size of
the Board of Directors from seven (7) directors to five (5) directors effective
upon the resignations of Messrs. Risher and Bren.
As
previously disclosed, the Board of Directors intends to appoint Dieter Esch
(“Esch”) and Brad Krassner (“Krassner”) to fill vacancies created by the prior
resignations of Dr. Hans Boehlk and Derek Fromm on November 18, 2009 and
November 19, 2009 respectively, which appointments will result in all five (5)
directorships being filled.
On
January 30, 2010, the Board of Directors declared Esch, Esch’s stockholder
affiliate Lorex Investments AG (“Lorex”), Krassner and Krassner’s stockholder
affiliate Krassner Family Investments Limited Partnership (“Krassner L.P.”, and
collectively with Esch, Lorex and Krassner, the “Group Members”) to be
“Acquiring Persons” under the Company’s Rights Agreement dated as of July 10,
2006 by and between the Company and The Bank of New York Mellon Trust Company,
N.A., as rights agent, as amended (the “Rights Agreement”). The
Rights Agreement generally provides that any person who or which, together with
its affiliates and associates, is the “Beneficial Owner” of 5% or more of the
then outstanding shares of common stock (the “Common Stock”) of the Company
shall be an “Acquiring Person” thereunder. The Board of Directors
concluded that the coordinated activities of the Group Members (including as
expressed by the Group Members in Schedules 13D filed with the Securities and
Exchange Commission and in subsequent communications to the Company) constitutes
an arrangement or understanding with respect to the holding and voting of
securities of the Company. Under the Rights Agreement, any such
arrangement or understanding results in the Group Members being deemed to
beneficially own the shares of Common Stock of the Company held by the other
Group Members. The Board of Directors previously amended the Rights
Agreement to exempt certain purchases of Common Stock by Krassner L.P. (as
disclosed in the Company’s Current Report on Form 8-K filed on July 21, 2009)
that would have otherwise caused the associated share purchase rights (the
“Rights”) under the Rights Agreement to become exercisable.
In
connection with the declaration of the Group Members as “Acquiring Persons”, the
Board of Directors established a Special Committee consisting of Mark Schwarz,
John Murray and Evan Stone for the purpose of evaluating how to proceed with
respect to such declaration. In the absence of an amendment of the
Rights Agreement, a redemption of the Rights thereunder or other action, the
Rights will become exercisable on the “Distribution Date” (which is the date
that is ten (10) days after this public announcement that the Group Members have
become Acquiring Persons), and all holders of Rights (except the Acquiring
Persons) would have the right to exercise Rights to purchase shares of Common
Stock (or other securities or assets as determined by the Company’s Board of
Directors) in accordance with the terms of the Rights Agreement. The
Board of Directors could also determine to exchange each Right (other than
Rights that have become void) for one share of Common Stock or an equivalent
security in the absence of an amendment to the Rights Agreement prior to the
Distribution Date.
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.
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Date: February
2, 2010
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WILHELMINA
INTERNATIONAL, INC.
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By:
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/s/
John Murray |
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Name:
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John
Murray |
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Title:
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Chief Financial
Officer |