form8k06113_02092010.htm
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): February 9, 2010

 
WILHELMINA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
 0-28536
74-2781950
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
200 Crescent Court, Suite 1400, Dallas, Texas
75201
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (214) 661-7488

N/A
(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 CFR 240.13e-4(c))

 
Item 1.01.                      Entry into a Material Definitive Agreement.
 
On February 9, 2010, Wilhelmina International, Inc. (the “Company”) entered into an amendment (the “Third Amendment”) to that certain Rights Agreement dated as of July 10, 2006, as amended, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as rights agent (the “Rights Agreement”).  The Third Amendment amends the definition of Distribution Date (as defined in the Rights Agreement) to provide that the Distribution Date corresponding to the Share Acquisition Date (as defined in the Rights Agreement) that occurred on February 2, 2010 as a result of the Company’s public announcement on such date that Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family Investments Limited Partnership are Acquiring Persons (as defined in the Rights Agreement) under the Rights Agreement (the “Esch-Krassner Acquiring Event”) shall be the close of business on April 3, 2010.  The Third Amendment also provides that the Company will be required to give written notice to the Rights Agent and stockholders of the Company of the occurrence of the Esch-Krassner Acquiring Event under the Rights Agreement as soon as practicable after any corresponding Distribution Date.
 
The foregoing description of the Third Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Third Amendment, which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
 
Item 3.03.                      Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 with respect to the Third Amendment is incorporated by reference into this Item 3.03.

Item 9.01.                      Financial Statements and Exhibits.
 
(d)           Exhibits.
 
 
Exhibit No.
Description
 
4.1
Third Amendment to Rights Agreement dated February 9, 2010 by and between Wilhelmina International, Inc. and The Bank of New York Mellon Trust Company.
 
 
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 thereunto duly authorized.
 
Dated: February 10, 2010
WILHELMINA INTERNATIONAL, INC.
   
   
 
By:
 /s/ Mark Schwarz 
 
  
Name:
 Mark Schwarz 
   
Title:
 Chief Executive Officer 
 
 
EXHIBIT INDEX
 
 
Exhibit No.
Description
 
4.1
Third Amendment to Rights Agreement dated February 9, 2010 by and between Wilhelmina International, Inc. and The Bank of New York Mellon Trust Company.