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): April 23, 2019
Dover Motorsports, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-11929 | 51-0357525 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1131 N. DuPont Highway Dover, Delaware |
19901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (302) 883-6500
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) | The Corporation’s Compensation and Stock Incentive Committee took the following actions on April 23, 2019. |
| 1. | Amended the Employment and Non-Compete Agreement between Dover Motorsports, Inc. and Michael Tatoian dated the 26th day of July 2007, to provide that the “Change of Control Fee,” as defined therein, be increased from $200,000 to $250,000. |
| 2. | Amended all Award Agreements outstanding under the Corporation’s Stock Incentive Plans, to provide for the full vesting of all unvested restricted shares previously issued under such Award Agreements upon a “Change of Control” of the Corporation, as follows: (1) “Change of Control” shall refer to the closing of a merger or any transaction (“Transaction”) involving the Corporation and any other person or entity that results in a change of shareholders that control the voting securities of the Corporation; provided, however, that a Transaction the result of which is the shareholders of the Corporation’s voting securities immediately prior to the Transaction own, directly or indirectly in substantially the same proportion, at least 60% of the voting securities of the survivor of such Transaction immediately following such Transaction shall not be a Change in Control, and (2) for administrative purposes, the vesting shall take place immediately prior to a “Change of Control.” |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
| Dover Motorsports, Inc. |
| /s/ Denis McGlynn |
| Denis McGlynn |
| President and Chief Executive Officer |
Dated: April 26, 2019
EXHIBIT 99.1
AMENDMENT TO
EMPLOYMENT AND NON-COMPETE AGREEMENT
BETWEEN
DOVER MOTORSPORTS, INC.
AND
MICHAEL A. TATOIAN
WHEREAS, Dover Motorsports, Inc. (the “Company”) entered into an Employment and Non-Compete Agreement with Michael A. Tatoian (the “Executive”) dated as of July 26, 2007, as amended (the “Agreement”), providing for payment of a Change in Control Fee on the date of a Change in Control and certain other benefits; and
WHEREAS, the parties desire to amend the Agreement, as provided herein.
NOW THEREFORE, in consideration of the promises and mutual covenants herein and in the Agreement, the Company and the Executive agree as follows:
1. The “Change in Control Fee” as defined in Section 1 to the Agreement is hereby revised to be $250,000.
2. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company through its officer duly authorized, and the Executive, each intending to be legally bound, have duly executed and delivered this Amendment to the Agreement, to be effective as of April 23, 2019.
| DOVER MOTORSPORTS, INC. |
| /s/ Klaus M. Belohoubek |
| Sr. Vice President - General Counsel |
| /s/ Michael A. Tatoian |
| Michael A. Tatoian |
EXHIBIT 99.2
Action Taken By Compensation and Stock Option Committee on April 23, 2019 Amending Restricted Stock Awards:
RESOLVED, that pursuant to authority granted to the Compensation and Stock Incentive Committee under the Corporation’s Stock Incentive Plans, all Award Agreements outstanding under the Corporation’s Stock Incentive Plans are hereby deemed amended, effective upon the adoption of this Resolution, to provide for the full vesting of all unvested restricted shares previously issued under such Award Agreements upon a “Change of Control” of the Corporation, as follows: (1) “Change of Control” shall refer to the closing of a merger or any transaction (“Transaction”) involving the Corporation and any other person or entity that results in a change of shareholders that control the voting securities of the Corporation; provided, however, that a Transaction the result of which is the shareholders of the Corporation’s voting securities immediately prior to the Transaction own, directly or indirectly in substantially the same proportion, at least 60% of the voting securities of the survivor of such Transaction immediately following such Transaction shall not be a Change in Control, and (2) for administrative purposes, the vesting shall take place immediately prior to a “Change of Control.”