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 AT OF 1934
Date of report (Date of earliest event reported):
June 8, 2005
NORTH ATLANTIC HOLDING COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-115587 20-0709285
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(Commission File Number) (IRS Employer Identification No.)
257 Park Avenue South
New York, New York 10010-7304
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(Address of Principal Executive Offices) (Zip Code)
(212) 253-8185
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2005, the board of directors of the registrant's North
Atlantic Trading Company, Inc. subsidiary ("NATC") appointed Lawrence S. Wexler
Chief Operating Officer of NATC pursuant to an employment agreement (the
"Employment Agreement") dated June 8, 2005 between NATC and Mr. Wexler, which
supersedes and replaces Mr. Wexler's employment agreement with NATC and North
Atlantic Cigarette Company, Inc., a subsidiary of NATC ("NACC"), dated December
1, 2003 (the "Prior Employment Agreement"). Pursuant to the Employment
Agreement, Mr. Wexler will: (1) earn an annual base salary of $385,000 and be
eligible for a maximum potential management bonus of 50% of annual base salary;
(2) forfeit all stock option rights granted but not vested prior to June 8,
2005, and to replace the options forfeited, Mr. Wexler will be issued stock
options or restricted stock under terms no less favorable than his existing
stock option grant; (3) receive 4 weeks paid vacation; (4) receive a car
allowance of $500 per month following termination of the lease for the vehicle
currently leased by the Company for Mr. Wexler's use; and (5) be eligible to
join NATC's group benefit plans. Mr. Wexler's employment may be severed at any
time, subject to certain terms and conditions contained in the Employment
Agreement. Upon a termination without "cause" (as defined in the Employment
Agreement), Mr. Wexler will be paid an amount equal to his then current annual
compensation which will include his base salary for a period of 12 months.
Additionally, Mr. Wexler will receive an amount equal to the average annual
management bonus paid to him for the prior two calendar years (with a deemed
bonus of $100,000 for 2004, and also for 2005 if Mr. Wexler is terminated
without cause in 2005 or prior to the bonus determination date in 2006 without
having received an actual management bonus for 2005), and Mr. Wexler will be
paid any accrued or unpaid management bonus to the date of termination for the
year in which the termination occurs. Further, for a period of up to 12 months
after termination, Mr. Wexler may elect continuation coverage under NATC's group
health plan at his same level of contribution. The Employment Agreement contains
certain other customary terms and conditions, including certain restrictive
covenants proscribing competition with NATC for a period of time after
employment therewith.
Item 1.02 Termination of a Material Definitive Agreement.
As described in Item 1.01 above, effective June 8, 2005, Lawrence S.
Wexler's Prior Employment Agreement with NATC and NACC dated December 1, 2003
was terminated and was superceded and replaced by the Employment Agreement with
NATC dated June 8, 2005. A brief description of the material terms and
conditions of the Prior Employment Agreement is set forth in Item 11 of the
registrant's Annual Report on Form 10-K for the year ended December 31, 2004,
which description is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As described in Item 1.01 above, effective June 8, 2005, Lawrence S.
Wexler, who served as President and Chief Operating Officer of NACC, has been
appointed Chief Operating Officer of NATC. Mr. Wexler will not continue as
President and Chief Operating Officer of NACC. A copy of the press release
announcing the foregoing appointment is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Mr. Wexler (age 52) has been the President and Chief Operating Officer
of NACC since December 2003. Prior to joining NACC, from 1998 to 2003, he was a
consultant to a number of emerging marketing, communication and financial
companies, advising them on financial, marketing, and strategic matters, at
times in an operating role. From 1977 to 1998, he was employed by Philip Morris,
USA in various positions in the Sales, Marketing and Finance Departments. As
Group Director, Discount Brands his group introduced the Basic and Alpine brands
He served as Senior Vice President of Marketing from 1992-93 and Senior Vice
President Finance, Planning and Information Services from 1993 to 1998, when he
left that company.
In connection with Mr. Wexler's appointment as Chief Operating Officer
of NATC, NATC entered into the Employment Agreement with Mr. Wexler, a
description of which is set forth in Item 1.01 of this Current Report on Form
8-K. Other than the Employment Agreement, there is no arrangement or
understanding pursuant to which Mr. Wexler was appointed to his position as
Chief Operating Officer of NATC, and there are no transactions or proposed
transactions to which NATC or the registrant is a party and in which Mr. Wexler
has or will have a material interest. Mr. Wexler does not have a family
relationship with any director or executive officer of NATC or the registrant.
Item 8.01 Other Events
Robert Milliken Jr., formerly President and Chief Operating Officer of
the registrant's National Tobacco Company, L.P. and North Atlantic Operating
Company, Inc. subsidiaries, has resigned from such positions. A copy of the
press release announcing such resignation is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(c) Exhibits.
99.1 Press release, dated June 10, 2005
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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.
NORTH ATLANTIC HOLDING COMPANY, INC.
By: /s/ Douglas Rosefsky
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Name: Douglas Rosefsky
Title: President
Date: June 10, 2005
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EXHIBIT INDEX
No. Description
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99.1 Press release, dated June 10, 2005
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