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 ACT OF 1934
Date of report (Date of earliest event reported):
April 2, 2007
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 13-3961898
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(Commission File Number) (IRS Employer Identification No.)
3029 West Muhammad Ali Boulevard
Louisville, Kentucky 40212
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(Address of Principal Executive Offices) (Zip Code)
(502) 778-4421
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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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(b)
On April 2, 2007, Douglas P. Rosefsky resigned as President and Chief
Executive Officer of North Atlantic Trading Company, Inc. ("NATC") and North
Atlantic Holding Company, Inc. ("NAHC" and, together with NATC, the
"Companies"), the corporate parent of NATC, effective as of the close of
business on April 15, 2007. Mr. Rosefsky was appointed President and CEO of the
Companies on April 11, 2005 to lead the financial and operational turnaround of
the business. His resignation is in line with the turnaround and succession plan
that he developed for the Companies.
(c)
On April 2, 2007, Lawrence S. Wexler was appointed President and Chief
Executive Officer of NATC, effective as of April 16, 2007.
Mr. Wexler was appointed Chief Operating Officer of the Companies on June
8, 2005. Prior to this appointment, Mr. Wexler had been the President and Chief
Operating Officer of North Atlantic Cigarette Company, Inc. ("NACC"), a
subsidiary of the Companies, 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
1992-1993 and Senior Vice President Finance, Planning and Information Services
from 1993 until he left the company in 1998.
There is no arrangement or understanding pursuant to which Mr. Wexler was
appointed to his positions as President and Chief Executive Officer of the
Companies, and there are no transactions or proposed transactions to which
either of the Companies 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 the Companies. There is no material plan,
contract or arrangement to which Mr. Wexler is a party or in which he
participates that was entered into, or any grant or award under any such plan,
contract or arrangement, in connection with his appointment. Mr. Wexler's
compensation and amendment to his employment agreement for his new position are
being finalized and will be released shortly.
On April 2, 2007, Jack Africk was appointed Vice Chairman of the Board of
Directors and President and Chief Executive Officer of NAHC and as Vice Chairman
of the Board of Directors of NATC, effective as of April 16, 2007.
Mr. Africk has been a Director of the Companies since October 1997 and has
been serving as a consultant to the Companies since January 1999. From January
through December 1998, he served as President and Chief Operating Officer of the
Companies. From 1996 to June 1997, he was Chief Executive Officer
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of NATC Holdings USA, Inc. Prior to that time, from 1993 to 1996, Mr. Africk was
a consultant and Director of NATC Holdings USA, Inc. Mr. Africk is a former Vice
Chairman of UST Inc. ("UST"). From 1979 until 1993, Mr. Africk held various
positions with UST, including Vice Chairman and Executive Vice President, as
well as positions with subsidiary organizations including President of an
international division, and President and Chief Executive Officer of United
States Tobacco Company. Mr. Africk also currently serves as a Director of Tanger
Factory Outlets, a NYSE real estate investment trust that owns and operates
factory outlet centers.
For a discussion of transactions to which the Companies are party and in
which Mr. Africk has a material interest, see Item 13, "Certain Relationships
and Related Transactions, and Director Independence," of the Companies' Annual
Reports on Form 10-K for the year ended December 31, 2006 (filed with the
Securities and Exchange Commission on March 29, 2007), which is incorporated
herein by reference.
There is no arrangement or understanding pursuant to which Mr. Africk was
appointed to his positions as Vice Chairman of the Board of Directors and
President of NAHC and as Vice Chairman of the Board of Directors of NATC. Mr.
Africk does not have a family relationship with any director or executive
officer of the Companies. There is no material plan, contract or arrangement to
which Mr. Africk is a party or in which he participates that was entered into,
or any grant or award under any such plan, contract or arrangement, in
connection with his appointment. Mr. Africk's compensation and new consulting
agreement for his new position are being finalized and will be released shortly.
(d)
On April 2, 2007, the Boards created a Compensation Committee and adopted
a Compensation Committee Charter, a copy of which is filed herewith as Exhibit
99.1. Mr. Africk will serve as Chairman of the Committee and Geoffrey J.F.
Gorman and Gregory H.A. Baxter will serve as members of the Committee.
On April 2, 2007, Robert Rothenberg was elected to the Boards of Directors
of the Companies and to the Compensation Committee, effective as of April 16,
2007. Mr. Rothenberg (age 59) owns six retail smoke shops in upstate New York
State trading under the Smoker Friendly franchise. Most recently he has provided
independent tobacco consultant services to Peter Stokkebye International, a
specialty tobacco manufacturer and importer of cigars, pipe tobacco and smoking
tobacco. Until February 1997, Mr. Rothenberg was a senior executive officer at
UST Inc., serving as President of US Tobacco Company and as Executive Vice
President of UST Inc. Mr. Rothenberg was also a member of the Board of Directors
of UST Inc. until his departure in February 1997.
There is no arrangement or understanding pursuant to which Mr. Rothenberg
was elected as a director, and there are no transactions or proposed
transactions to which the Companies or any of their subsidiaries is a party and
in which Mr. Rothenberg has or will have a material interest. There is no
material plan, contract or arrangement to which Mr. Rothenberg is a party or in
which he participates that was entered into, or any grant or award under any
such plan, contract or arrangement, in connection with his election.
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For further information concerning these management and Board changes,
reference is made to the press release dated April 3, 2007 filed herewith as
Exhibit 99.2. Reference is also made to the press release dated April 2, 2007
filed herewith as Exhibit 99.3 concerning an investor call to be held on April
4, 2007.
(e)
On April 2, 2007, the Boards of Directors of the Companies approved
bonuses for fiscal year 2006 for certain employees of the Companies, including
certain executive officers, and authorized the Companies to pay each such
individual his or her respective 2006 bonus amount. Bonuses were approved for
Lawrence S. Wexler, the Companies' Chief Operating Officer, in the amount of
$197,313, Brian C. Harriss, the Companies' Chief Financial Officer, in the
amount of $161,438, and James W. Dobbins, the Companies' Senior Vice President,
General Counsel and Secretary, in the amount of $61,106. The Boards of Directors
also approved salary increases for Mr. Harriss in the amount of 2.5% of his
existing salary, and for Mr. Dobbins in the amount of 12.5% of his existing
salary, each to be paid effective April 1, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
99.1 Compensation Committee Charter
99.2 Press Release dated April 3, 2007
99.3 Press Release dated April 2, 2007
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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/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Senior Vice President and Chief
Financial Officer
Date: April 4, 2007
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Compensation Committee Charter
99.2 Press Release dated April 3, 2007
99.3 Press Release dated April 2, 2007
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