Unassociated Document
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: February 24,
2009
(Date
of earliest event reported)
21ST CENTURY HOLDING
COMPANY
(Exact
name of registrant as specified in its charter)
|
Florida
|
|
0-2500111
|
|
65-0248866
|
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
3661
West Oakland Park Blvd., Suite 300
|
|
|
|
|
Lauderdale
Lakes, FL
|
|
|
33311
|
|
(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):
|
o
|
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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
Appointment
of New Director
The Board of Directors has appointed
Jenifer G. Kimbrough to serve as a director of the Company, which appointment
will be effective as of April 1, 2009, to fill the vacancy created by Mr. Edward
J. Lawson’s resignation. Ms. Kimbrough will serve as a Class I
director and will stand for reelection at the 2010 Annual Meeting of
Shareholders. Ms. Kimbrough will serve as a member of the Audit
Committee and the Compensation Committee.
Ms.
Kimbrough (age 37) has served as the Vice President of Assurance and Process
Improvement for Surgical Care Affiliates since November 2007. Prior
to 2007, Ms. Kimbrough was the Senior Vice President of Investor Relations at
Regions Financial Corporation. From 1993 to 2003, Ms. Kimbrough
served as an Audit Senior Manager at Ernst & Young
LLP. Ms. Kimbrough has no family relationship with any of
the Company's executive officers or directors and has not engaged in any related
party transactions with the Company.
Ms. Kimbrough received her
certification as a certified public accountant from the Alabama State Board of
Public Accountancy in 1994. Ms. Kimbrough is an active member of
several societies, including: American Woman’s Society of CPAs, Institute of
Internal Auditors, Alabama State Society of CPAs and American Institute of
CPAs. Additionally, she recently served on the AICPA Women’s
Initiative Executive Committee and as National President of the
AWSCPA.
As a non-employee director, Ms.
Kimbrough will receive an annual retainer of $40,000, payable in quarterly
installments of $10,000, beginning on April 1, 2009. In addition to
the annual retainer, Ms. Kimbrough will receive an option grant to purchase
10,000 shares of the Company’s common stock on April 1, 2009. The
exercise price of her options will be the fair market value of the Company's
common stock on the grant date, the options will vest 20% per year and will
expire on April 1, 2019. Additional stock option grants may be
awarded to Ms. Kimbrough in the future at the discretion and authorization of
the Compensation Committee.
Ms.
Kimbrough will enter into an Indemnification Agreement with the Company as soon
as is reasonably possible.
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:
February 26, 2009
|
By:
|
/s/ Peter
J. Prygelski, III |
|
| |
|
Name:
Peter J. Prygelski, III |
|
| |
|
Title:
Chief Financial Officer |
|
| |
|
(Principal
Accounting and Financial Officer)
|
|