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):
May 4, 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 20-0709285
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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.
(e)
On May 4, 2007, North Atlantic Trading Company, Inc. ("NATC") and North
Atlantic Holding Company, Inc. ("NAHC" and, together with NATC, the
"Companies"), the corporate parent of NATC, entered into a Consulting Agreement
(the "Consulting Agreement") with Evolution Partners and Jack Africk, a director
of the Companies, to provide for the services of Mr. Africk as an officer of and
consultant to the Companies. The Consulting Agreement provides for Mr. Africk to
serve as President and Chief Executive Officer of NAHC and as Vice Chairman of
the Boards of Directors of each of NAHC and NATC, effective as of April 16,
2007. The Companies will pay Evolution Partners $350,000 annually, with an
annual bonus target of fifty percent (50%) of annual compensation based upon the
achievement of certain performance goals established by the Boards of Directors,
paid solely at the discretion of the Boards. Mr. Africk will also receive a
grant of stock options to purchase 29,000 shares of common stock of NAHC, on
such terms as determined by the Board of Directors of NAHC, and is eligible to
receive all benefits and programs generally available to similarly situated
executives of the Companies. The Consulting Agreement acknowledges that under
the terms of the Helms Amendment (as defined below), Thomas F. Helms, Jr.,
Executive Chairman of the Companies, must obtain Mr. Africk's written consent
before voting to elect or remove members of the Board of Directors of NAHC, so
long as Mr. Africk is engaged as a consultant by the Companies and has not been
determined to be disabled (as defined in the Consulting Agreement). The
Consulting Agreement supersedes and terminates all of the Companies' existing
agreements with Evolution Partners and Mr. Africk.
On May 4, 2007, the Companies and Mr. Helms entered into an amendment (the
"Helms Amendment") to the Employment Agreement between NAHC and Mr. Helms, dated
February 14, 2006. Under the terms of the Helms Amendment, Mr. Helms will
continue to serve as Executive Chairman of the Boards of Directors of NAHC and
NATC and his annual salary will be reduced, effective as of May 16, 2007, from
$482,000 to $350,000. His duties and responsibilities will consist of those
duties and responsibilities typical of an Executive Chairman. Mr. Helms was also
granted a bonus for 2006 of $82,000. Pursuant to the Helms Amendment, Mr. Helms
must obtain Mr. Africk's written consent before voting to elect or remove
members of the Board of Directors of NAHC, so long as Mr. Africk is engaged as a
consultant by the Companies and has not been determined to be disabled (as
defined in the Consulting Agreement).
The foregoing summary of certain terms of the Consulting Agreement and the
Helms Amendment is qualified in its entirety by reference to the full text of
the Consulting Agreement and the Helms Amendment, which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by
reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Consulting Agreement, dated May 4, 2007, between North
Atlantic Trading Company, Inc., North Atlantic Holding
Company, Inc., Evolution Partners and Jack Africk.
10.2 Amendment, dated May 4, 2007, between North Atlantic Holding
Company, Inc., North Atlantic Trading Company, Inc. and Thomas
F. Helms, Jr., to the Employment Agreement, dated February 14,
2006, between North Atlantic Holding Company, Inc. and Thomas
F. Helms, Jr.
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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: May 8, 2007
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EXHIBIT INDEX
No. Description
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10.1 Consulting Agreement, dated May 4, 2007, between North Atlantic
Trading Company, Inc., North Atlantic Holding Company, Inc.,
Evolution Partners and Jack Africk.
10.2 Amendment, dated May 4, 2007, between North Atlantic Holding
Company, Inc., North Atlantic Trading Company, Inc. and Thomas F.
Helms, Jr., to the Employment Agreement, dated February 14, 2006,
between North Atlantic Holding Company, Inc. and Thomas F. Helms,
Jr.
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