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 At of 1934
Date of report (Date of earliest event reported):
February 8, 2006
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a)
On February 8, 2006, the Board of Directors of North Atlantic Holding
Company, Inc. (the "Company") adopted the North Atlantic Holding Company, Inc.
2006 Equity Incentive Plan (the "Plan") and approved a form of Restricted Stock
Award Agreement (the "Form Award Agreement") pursuant to which awards under the
Plan may be granted. The Plan provides for the granting of non-qualified stock
options and restricted stock awards. Pursuant to the Plan, 175,503 shares of
common stock are reserved for issuance as awards to employees, consultants and
directors as compensation for past or future services or the attainment of
certain performance goals.
The Plan will be administered by the Board of Directors of the
Company (the "Board") or by a committee appointed by the Board. Subject to the
express limitations of the Plan, the Board will have the authority to construe
and interpret the provisions of the Plan, determine the persons to whom, and the
times at which, awards may be granted, the number of shares, units or other
rights subject to each award, the exercise, base or purchase price of an award
(if any), the time or times at which an award will become vested, exercisable or
payable, the performance goals and other conditions of an award, the duration of
the award and all other terms of the award. The Board may provide that awards
under the Plan shall become vested in installments over a period of time or may
specify that the attainment of certain performance measures will determine the
degree of vesting, or a combination of both, as set forth in the applicable
award agreements. The Plan is scheduled to terminate on February 7, 2016, the
day before the tenth anniversary of its adoption by the Board. However, the
Board may, in its discretion, terminate the Plan, or amend or suspend the Plan,
at any time and for any reason.
The Form Award Agreement provides for grants of restricted stock,
vesting in part based on the passage of time, in annual installments over a
period of four years, and in part based on the Company's annual performance
measured in terms of the achievement of EBITDAR and management of debt, also in
annual installments over a period of four years, all as more fully detailed in
the Form Award Agreement. The vesting of restricted stock awards is subject to
acceleration in the event of a Change of Control (as defined in the Form Award
Agreement). The Form Award Agreement provides for forfeiture of restricted stock
awards in certain circumstances, including without limitation upon termination
of the grantee's services by the Company for Cause (as defined in the Form Award
Agreement). By executing the Form Award Agreement, the grantee agrees to be
bound by all of the provisions of the Company's Amended and Restated Exchange
and Stockholders' Agreement, dated as of February 9, 2004.
Pursuant to the Plan, on February 8, 2006, the Board approved grants
of restricted stock to certain of the Company's executive officers, on the terms
set forth in the Form Award Agreement, as follows: 20,000 shares were granted to
Brian C. Harriss, the Company's Chief Financial Officer; 24,000 shares were
granted to Lawrence S. Wexler, Chief Operating Officer of the Company's North
Atlantic Trading Company, Inc. subsidiary; and 8,000 shares were granted to
James W. Dobbins, the Company's Senior Vice President and General Counsel.
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The foregoing summary of certain terms of the Plan and the Form Award
Agreement is qualified in its entirety by reference to the full text of the
Plan, which is attached hereto as Exhibit 10.1, and the full text of the Form
Award Agreement, which is attached hereto as Exhibit 10.2, each of which is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
10.1 North Atlantic Holding Company, Inc. 2006 Equity Incentive
Plan, effective as of February 8, 2006.
10.2 Form of Restricted Stock Award Agreement under the North
Atlantic Holding Company, Inc. 2006 Equity Incentive Plan.
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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/ Douglas P. Rosefsky
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Name: Douglas P. Rosefsky
Title: President
Date: February 14, 2006
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EXHIBIT INDEX
No. Description
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10.1 North Atlantic Holding Company, Inc. 2006 Equity Incentive
Plan, effective as of February 8, 2006.
10.2 Form of Restricted Stock Award Agreement under the North
Atlantic Holding Company, Inc. 2006 Equity Incentive Plan.
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