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): July 10, 2012
XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-31553 | 76-0307819 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 475 10th Avenue, 4th Floor, New York, NY | 10018 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(347) 727-2474
(Registrant’s Telephone Number, Including Area Code)
(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) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 July 10, 2012, XCel Brands, Inc. (the “Company”) and Todd Slater (“TS”), a director of the Company, entered into an amendment (the “Amendment”) to the agreement between the Company and TS related to the introduction of potential licensees by TS to the Company dated August 12, 2011 and amended on October 4, 2011 (the “Agreement”). Pursuant to the Amendment, the Company agreed to pay to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the Agreement for licensees already introduced to the Company by TS and which TS was entitled to fifteen percent (15%) of the revenues from such licensees under the Agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements.
This Current Report on Form 8-K contains a summary of the material terms of the Amendment. The summary is subject to, and qualified in its entirety by reference to the Amendment, which is attached as an exhibit hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 10.1 | Amendment dated July 10, 2012 to the Royalty Agreement by and between the Company and Todd Slater dated as of August 12, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| XCEL BRANDS, INC. | ||
| By: | /s/ James F. Haran | |
|
Name: James F. Haran Title: Chief Financial Officer | ||
Date: July 12, 2012
Mr. Todd Slater
1 Blackstone Place
Bronx, NY 10471
Re: Amendment to August 12, 2011 Agreement
Dear Todd:
Reference is made to the Agreement between XCel Brands, Inc. (“XCel”) and Todd Slater (“TS”) dated August 12, 2001 (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the same meanings as set forth in the Agreement.
| 1. | The Parties agree that XCel shall pay to TS the sum of $163,000, as payment in full for (i) cancellation of all amounts due or payable to TS or which may otherwise become due or payable to TS under Sections 2 and 4 of the Agreement and (ii) assignment to XCel of all amounts payable directly to TS by a licensee or distributor, in each case, with respect to the license agreements and distribution agreements entered into by XCel or XCel’s subsidiary, IM Brands, Inc. (“IM”), and set forth on Schedule A hereto (collectively, the “License Agreements”), as well as any amendments, restatements, modifications or extensions to any such agreements or any future agreements entered into by and between XCel, IM or any current or future affiliate of XCel or IM and any of the licensees or distributors set forth on Schedule A hereto or any of their affiliates. Upon execution of this Agreement, TS will execute an irrevocable instruction letter, irrevocably instructing the licensee or distributor under any License Agreement set forth on Schedule A hereto pursuant to which TS or a designee or assignee of TS is entitled to be paid a commission, fee or other amount directly from the licensee or distributor in the form attached as Exhibit B hereto and deliver such letter to XCel and the licensee. TS agrees not to accept a reduced amount, or take any action that reduces the amount payable to him, under the Agreement and TS also agrees that, in the event TS receives any payment directly from any licensee or distributor under any Licensee Agreement, TS shall have received such payment as an agent for XCel and shall promptly remit such payment to XCel. |
| 2. | TS agrees that this Agreement shall serve as TS’s automatic resignation as a director of XCel upon (i) XCel’s common stock becomes listed on the Nasdaq Stock Market or other national securities exchange, and (ii) a majority of the members of XCel’s Board (not counting TS for such purpose) requests that TS resign as a director of XCel. TS’s resignation shall be effective upon the satisfaction of the conditions set forth in the preceding sentence, without any further action on the part of TS. TS shall execute a resignation letter or other documents in the event his resignation becomes effective, provided, however, that his delivery of such resignation letter shall not be a condition to his resignation. |
| 3. | All other terms and provisions of the Agreement remain unchanged and of full force and effect. |
| 4. | This Amendment, together with the Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contemporaneous agreements, representations and understandings of the Parties with respect thereto. |
| 5. | This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and he same instrument. This Agreement may be executed by facsimile or digital signature. |
If the foregoing accurately reflects our understanding and agreement, please sign where indicated below and return one copy of this letter to me for our records.
| Very truly yours, | |||
| /s/ Robert W. D’Loren | |||
| Robert W. D’Loren | |||
| Chairman, CEO | |||
| AGREED TO AND ACCEPTED: | |||
| By: | /s/ Todd Slater | ||
| Todd Slater | |||
SCHEDULE A
| License/Distributor | License/Distribution Agreement |
| IM Clothing, LLC (Jump) | Agreement by and between IM Brands, LLC and IM Clothing, LLC dated February 10, 2012 together with any amendments thereof. |
| Collection Jeans Licensing, LLC (Sunrise) | Agreement by and between IM Brands, LLC and Collection Jeans Licensing, LLC dated February 09, 2012. |
| Bijou International Corporation | Agreement by and between IM Brands, LLC and Bijou International Corporation dated December 15, 2011. |
SCHEDULE B
To [Licensee]
This letter shall serve as my irrevocable instructions for [Licensee] to remit any and all payments due to me under the licensee agreement dated as of __________, 20__ by and between the [IM Brands, LLC] and [Licensee] [and Todd Slater] [if a party to the agreement] to [IM Brands, LLC], my designee, as follows (or such other instructions as [IM Brands, LLC] provides to you):
[Insert Payment Instructions]
| Very truly yours, | |
| Todd Slater | |
| _____________________ |