UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EVERYWARE GLOBAL, INC.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
300439106
(CUSIP Number)
Daniel Collin
Monomoy Capital Partners, L.P.
142 West 57th Street, 17th Floor
New York, New York 10019
(212) 699-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 7, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Capital Partners, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
8,096,581 | ||||
8 | Shared voting power
6,202 | |||||
9 | Sole dispositive power
8,096,581 | |||||
10 | Shared dispositive power
6,202 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,102,783 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
36.7% | |||||
14 | Type of reporting person (see instructions)
PN |
2
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
MCP Supplemental Fund, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
251,706 | ||||
8 | Shared voting power
| |||||
9 | Sole dispositive power
251,706 | |||||
10 | Shared dispositive power
| |||||
11 |
Aggregate amount beneficially owned by each reporting person
251,706 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
1.1% | |||||
14 | Type of reporting person (see instructions)
PN |
3
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Executive Co-Investment Fund, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
41,917 | ||||
8 | Shared voting power
| |||||
9 | Sole dispositive power
41,917 | |||||
10 | Shared dispositive power
| |||||
11 |
Aggregate amount beneficially owned by each reporting person
41,917 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.2% | |||||
14 | Type of reporting person (see instructions)
PN |
4
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Capital Partners II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
4,595,816 | ||||
8 | Shared voting power
6,202 | |||||
9 | Sole dispositive power
4,595,816 | |||||
10 | Shared dispositive power
6,202 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,602,018 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
20.8% | |||||
14 | Type of reporting person (see instructions)
PN |
5
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
MCP Supplemental Fund II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
145,560 | ||||
8 | Shared voting power
6,202 | |||||
9 | Sole dispositive power
145,560 | |||||
10 | Shared dispositive power
6,202 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
151,762 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.7% | |||||
14 | Type of reporting person (see instructions)
PN |
6
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy General Partner, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
| ||||
8 | Shared voting power
8,396,406 | |||||
9 | Sole dispositive power
| |||||
10 | Shared dispositive power
8,396,406 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,396,406 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
38.1% | |||||
14 | Type of reporting person (see instructions)
PN |
7
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy General Partner II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
| ||||
8 | Shared voting power
4,747,578 | |||||
9 | Sole dispositive power
| |||||
10 | Shared dispositive power
4,747,578 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,747,578 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
21.5% | |||||
14 | Type of reporting person (see instructions)
PN |
8
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Ultimate GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
| ||||
8 | Shared voting power
13,137,782 | |||||
9 | Sole dispositive power
| |||||
10 | Shared dispositive power
13,137,782 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
13,137,782 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
59.6% | |||||
14 | Type of reporting person (see instructions)
OO |
9
13D
CUSIP No. 300439106 |
1 | Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Capital Management, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
Not applicable. | |||||
5 | Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
| ||||
8 | Shared voting power
6,202 | |||||
9 | Sole dispositive power
| |||||
10 | Shared dispositive power
6,202 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,202 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
* | |||||
14 | Type of reporting person (see instructions)
PN |
* Less than 0.1%
10
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the Commission) on May 31, 2013, by the persons named therein, as amended and supplemented by the Amendment No. 1 to Schedule 13D filed with the Commission on September 17, 2013 and Amendment No. 2 to Schedule 13D filed with the Commission on October 11, 2013 (the Statement), is hereby amended and supplemented by this Amendment No. 3 to Schedule 13D (the Amendment). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.
This Amendment is being filed for the purposes of disclosing the addition of Monomoy Capital Management, L.P., a Delaware limited partnership (MCM) as a Reporting Person and the acquisition by MCM of beneficial ownership of 6,202 shares of the Issuers common stock.
Item 2. | Identity and Background |
Item 2 of the Statement is hereby amended and supplemented with the following information with respect to the new Reporting Person:
(a) Name of Reporting Person: | Monomoy Capital Management, L.P. | |
(b) Business address of Reporting Person: | c/o Monomoy Capital Partners, 142 W. 57th Street, 17th Floor, New York, New York 10019 | |
(c) Principal business of Reporting Person: | To act as a management advisor to various investment vehicles and private equity funds. | |
(d) - (e) | During the past five years, neither MCM nor, to the best knowledge of MCM, any of the persons named in Annex A to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) Citizenship | Each of the Covered Persons named in Annex A who is a natural person is a citizen of the United States. |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented by adding the following:
On November 7, 2013, the Issuer awarded shares of Common Stock to each of its non-employee directors as part of the Issuers director compensation program. Daniel Collin was awarded 4,771 shares of Common Stock and Stephen Presser was awarded 1,431 shares of Common Stock (collectively, the Director Awards). Mr. Collin and Mr. Presser hold the Director Awards for the benefit of MCM. Mr. Collin and Mr. Presser do not have a right to any of the proceeds of the Director Awards because MCM is entitled to receive all director compensation payable by the Issuer in respect of Mr. Collins and Mr. Pressers board positions. The proceeds of any disposition of the Director Awards will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of Monomoy Capital Partners, Monomoy Capital Partners II, L.P. and MCP Supplemental Fund II, L.P.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and supplemented by adding the following:
(a) and (b)
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
MCM is the beneficial owner of 6,202 shares of Common Stock.
Monomoy Ultimate GP, LLC (Ultimate GP) is the general partner of MCM. As such, Ultimate GP may be deemed to be the beneficial owner of the Director Awards beneficially owned by MCM. The proceeds of any disposition of the Director Awards will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of Monomoy Capital Partners, L.P. (MCP), Monomoy Capital Partners II, L.P. (MCP II) and MCP Supplemental Fund II, L.P. (MCP Supplemental Fund II). Monomoy General Partner, L.P. (Monomoy GP) is the general partner of MCP. Monomoy General Partner II, L.P. (Monomoy GP II) is the general partner of MCP II and MCP Supplemental Fund II. Ultimate GP is the general partner of Monomoy GP and Monomoy GP II. As such, MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP may be deemed to have an indirect pecuniary interest in the Director Awards due to a partial offset of the management fee related to the issuance of such shares. Each of MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein.
To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock, except that Mr. Collin and Mr. Presser hold the Director Awards for the benefit of MCM.
(c) Except for the transactions described herein and in Amendment No. 1 and Amendment No. 2 to the Statement, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.
11
Item 7. | Material to be filed as Exhibits. |
Exhibit 1 | Joint Filing Agreement among the Reporting Persons dated as of November 14, 2013. | |
Exhibit 2 | Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on January 31, 2013). | |
Exhibit 3 | Amendment No. 1 to Business Combination Agreement and Plan of Merger, dated as of May 8, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on May 9, 2013). | |
Exhibit 4 | Registration Rights Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, the Issuer and certain other stockholders of the Issuer (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed on May 28, 2013). | |
Exhibit 5 | Lockup Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on May 28, 2013). | |
Exhibit 6 | Governance Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, Clinton Magnolia Master Fund, Ltd. and the Company (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on May 28, 2013). | |
Exhibit 7 | Letter Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.9 to the Companys Current Report on Form 8-K filed on May 28, 2013) | |
Exhibit 8 | Third Amended and Restated Certificate of Incorporation of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 28, 2013). | |
Exhibit 9 | Amended and Restated Bylaws of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed on May 28, 2013). | |
Exhibit 10 | Powers of Attorney for the Reporting Persons, dated May 15, 2013 (previously filed in connection with the Reporting Persons Form 3s on May 23, 2013 and November 12, 2013). | |
Exhibit 11 | Underwriting Agreement, dated September 13, 2013, by and among the Company, Oppenheimer & Co. Inc., as representative of the several underwriters, the Monomoy Funds and Daniel Collin, as attorney-in-fact for the other shareholders party thereto (previously filed with this Statement). | |
Exhibit 12 | Form of Director Other Stock-Based Award Agreement pursuant to the EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan. |
12
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: November 14, 2013
MONOMOY CAPITAL PARTNERS, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MCP SUPPLEMENTAL FUND, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY CAPITAL PARTNERS II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MCP SUPPLEMENTAL FUND II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY GENERAL PARTNER, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY GENERAL PARTNER II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY ULTIMATE GP, LLC | ||
By: | /s/ Andrea Cipriani, under power of attorney | |
MONOMOY CAPITAL MANAGEMENT, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
13
ANNEX A
Monomoy Capital Partners, L.P.
There are no executive officers or directors appointed at Monomoy Capital Partners, L.P. The general partner of Monomoy Capital Partners, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund, L.P. The general partner of MCP Supplemental Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Executive Co-Investment Fund, L.P.
There are no executive officers or directors appointed at Monomoy Executive Co-Investment Fund, L.P. The general partner of Monomoy Executive Co-Investment Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Capital Partners II, L.P.
There are no executive officers or directors appointed at Monomoy Capital Partners II, L.P. The general partner of Monomoy Capital Partners II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund II, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund II, L.P. The general partner of MCP Supplemental Fund II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy General Partner, L.P.
There are no executive officers or directors appointed at Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy General Partner II, L.P.
There are no executive officers or directors appointed at Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Ultimate GP, LLC
The following table sets forth the names and principal occupations of the executive officers Monomoy Ultimate GP, LLC.
Name |
Principal Occupation | |
Daniel Collin |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
Justin Hillenbrand |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
Stephen Presser |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
Monomoy Capital Management, L.P.
The general partner of Monomoy Capital Management, L.P. is Monomoy Ultimate GP, LLC. The following table sets forth the names and principal occupations of the executive officers Monomoy Capital Management, L.P.
Name |
Principal Occupation | |
Daniel Collin |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
Justin Hillenbrand |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
Stephen Presser |
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
14
EXHIBIT 1
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: November 14, 2013
MONOMOY CAPITAL PARTNERS, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MCP SUPPLEMENTAL FUND, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY CAPITAL PARTNERS II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY SUPPLEMENTAL FUND II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY GENERAL PARTNER, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY GENERAL PARTNER II, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY ULTIMATE GP, LLC | ||
By: | /s/ Andrea Cipriani, under power of attorney |
MONOMOY CAPITAL MANAGEMENT, L.P. | ||
By: | /s/ Andrea Cipriani, under power of attorney |
Exhibit 12
DIRECTOR OTHER STOCK-BASED AWARD AGREEMENT
PURSUANT TO THE
EVERYWARE GLOBAL, INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN
* * * * *
Participant:
Grant Date:
Number of Shares of
Common Stock Granted:
* * * * *
THIS DIRECTOR OTHER STOCK-BASED AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between EveryWare Global, Inc., a corporation organized in the State of Delaware (the Company), and the Participant specified above, pursuant to the EveryWare Global, Inc. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee;
WHEREAS, pursuant to Section 10.1 of the Plan, the Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in shares of Common Stock, including shares of Common Stock not subject to restrictions or conditions; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company to grant the shares of Common Stock provided herein to the Participant as partial compensation for Participants service on the Companys Board of Directors during the calendar year ended December 31, 2013.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2. Grant of Common Stock Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Common Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participants interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. The Participant shall have all the rights of a stockholder in respect of the shares underlying this Award effective as of the Grant Date.
3. Vesting. The Common Stock subject to this grant shall be fully vested as of the Grant Date.
4. Dividends and Other Distributions; Voting. Participant shall be entitled to receive all dividends and other distributions paid with respect to the shares of Common Stock received under this Agreement as of the Grant Date.
5. Transferability. Subject to applicable law, the shares of Common Stock and any rights and interests with respect thereto, issued under this Agreement and the Plan, are fully transferable as of the Grant Date.
6. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
7. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participants FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Common Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder at the discretion of the Committee.
8. Section 83(b). The Participant acknowledges that it is the Participants sole responsibility, and not the Companys, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.
9. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in
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its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.
10. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chief Administrative Officer, General Counsel and Secretary of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
11. No Right to Employment or Continued Service on the Board of Directors. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participants employment or service on the Board of Directors (as applicable) at any time, for any reason and with or without Cause.
12. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data or information related to the Common Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.
13. Compliance with Laws. The issuance of the Common Stock pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Common Stock pursuant to this Agreement if any such issuance would violate any such requirements.
14. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the shares of Common Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.
15. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.
16. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
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17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
18. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.
19. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
20. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Common Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; and (c) no past grants or awards (including, without limitation, the Common Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
EVERYWARE GLOBAL, INC. | ||
By: | ||
Name: | ||
Title: |
PARTICIPANT | ||
Name: |
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