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 (Date of Earliest Event Reported): March 13, 2018

 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware 001-36803 20-0640002
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
     
1001 US North Highway 1, Suite 201, Jupiter, Florida 33477
(Address of Principal Executive Offices) (Zip Code)
   
399 Executive Boulevard, Elmsford, New York 10523
(Mailing Address) (Zip Code) 

 

Registrant’s Telephone Number, Including Area Code: (212) 246-6700

 

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 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 13, 2018, the Board of Directors of Town Sports International Holdings, Inc. (the “Company” or “TSI Holdings”) approved the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018 (the “Amended MSPP”), which amends and restates the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan (the “MSPP”).  The changes to the MSPP approved by the Board of Directors of the Company include, but are not limited to, a revision to the definition of “Market Value” to clarify the calculation, a revision to the determination of “Purchase Price” as it relates to the purchase of shares pursuant to the MSPP, and a revision to the limitation on a MSPP participant’s purchase of shares of TSI Holdings common stock to change the limitation period from a 12-month period to a calendar year period.

 

The foregoing description of the Amended MSPP is qualified in its entirety by reference to the full text of the Amended MSPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

 

 

Item 9.01Financial Statements and Exhibits.

  

               (d)Exhibits.

 

Exhibit No.   Description  
10.1   Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018.

 

 

 

 

 

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.

 

 

  TOWN SPORTS INTERNATIONAL HOLDINGS, INC.  
     
     
Dated: March 19, 2018 By: /s/ Carolyn Spatafora  
    Name: Carolyn Spatafora  
    Title: Chief Financial Officer  

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description  
10.1   Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018.