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: December 5, 2005
(Date of earliest event reported)
21ST CENTURY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida 0-2500111 65-0248866
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
3661 West Oakland Park Blvd., Suite 300
Lauderdale Lakes, FL 33311
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 581-9993
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 (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 CFT 240.13e-4( c))
Item 1.01 Entry Into a Material Definitive Agreement.
The Independent Directors Committee of 21st Century Holding Company (the
"Company") has approved a salary increase and an option grant to purchase
100,000 shares of the Company's common stock to Edward J. Lawson due to his
appointment to serve as the Company's Chief Executive Officer. Mr. Lawson also
retains his positions as President and Chairman of the Board of the Company.
Effective as of December 5, 2005, Mr. Lawson's annual salary was increased to
$175,000 from $117,000. The exercise price for Mr. Lawson's options is $15.79
per share and the options vest ratable over a five year period with the first
vesting period beginning on December 5, 2006. The options expire on December 5,
2011.
This increase in Mr. Lawson's compensation amends his employment agreement dated
September 9, 1998, with the Company. All other terms, conditions and covenants
of his employment agreement remain in full force and effect.
The Independent Directors Committee also approved an option grant of 10,000
shares of the Company's common stock to J. Gordon Jennings, III, the Company's
Chief Financial Officer. The exercise price for Mr. Jennings' options is $15.79
per share and the options vest ratable over a five year period with the first
vesting period beginning on December 5, 2006. The options expire on December 5,
2011.
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.
21ST CENTURY HOLDING COMPANY
Date: December 9, 2005 By: /s/ JAMES GORDON JENNINGS, III
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Name: James Gordon Jennings, III
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)