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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02 Departure of Directors Certain Officers; Election of Directors; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers
On April 20, 2023, the Board of Directors of Inter Parfums, Inc. (“Interparfums”) approved a new compensation arrangement for Jean Madar, the Chief Executive Officer and Chairman of the Board of Interparfums, through his personal holding company, Jean Madar Holding SAS, that was previously approved by the Executive Compensation and Stock Option Committee (the “Compensation Committee”). The aggregate increase in salary to Jean Madar and fees payable to Jean Madar Holding SAS is from $1.230 million to $2.0 million on an annual basis, effective as of January 1, 2023. Further, as requested by Jean Madar Holding SAS, effective April 1, 2023, all fees are to be paid entirely to Jean Madar Holding SAS, and for the balance of calendar year 2023, the amount of such fees shall be inclusive of the salary paid to Jean Madar individually from January 1, 2023 to March 31, 2023. The Audit Committee also approved this compensation arrangement as it is a related party transaction, and the Compensation Committee also approved the Amendment to the Service Agreement with Jean Madar Holding SAS to incorporate the new fee arrangement.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.171-1 | Amendment to Service Agreement (formerly Consulting Agreement) for Jean Madar Holding SAS effective as of January 1, 2023 |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.
Dated: April 20, 2023
| Inter Parfums, Inc. | ||
| By: | /s/ Michel Atwood | |
| Michel Atwood | ||
| Chief Financial Officer | ||
| 3 |
Exhibit No. 10.171-1
AMENDMENT AGREEMENT
This Amendment Agreement (the “Amendment”) is made effective as of the 1st day of April, by and between Inter Parfums, Inc., a Delaware corporation (the “Beneficiary”), with offices at 551 Fifth Avenue, New York, NY 10176, and Jean Madar Holding SAS, a French corporation (the “Service Provider”), with its offices at c/o Fonciere du rond point 67, rue de la Boétie 75008 Paris, France. Beneficiary and Service Provider are sometimes referred to herein collectively as the “Parties”.
W I T N E S S E T H
WHEREAS, the Parties are all of the parties to that certain Supervising and Coordinating Service Agreement made and effective as January 1, 2013, as amended (collectively the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement to increase fees payable to Service Provider.
NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the parties mutually agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated by reference herein and made a part of this Agreement, with the same force and effect as if fully set forth herein.
2. Certain Definitions. Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
3. Conflict. If there is any conflict between the provisions of this Amendment and the Agreement, then the provisions of this Amendment shall control.
4. Remaining Portions Not Affected. The remaining portions of the Agreement not specifically amended by this Amendment shall remain in full force and effect.
5. Amendment to Article 3 of Agreement. The third unnumbered paragraph of Article 3 - Compensation, is hereby amended by deleting the existing third unnumbered paragraph, and inserting the following in lieu thereof, which shall now read as follows:
Effective as of January 1, 2023, the Beneficiary agrees to pay to the Service Provider US$2.0 million on an annual basis, provided that, the aggregate salary paid to Jean Madar individually from the Beneficiary for the period January 1, 2023 to March 31, 2023 shall be credited against the US$2.0 million fee for 2023.
6. Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement and understanding of the Parties and no amendment, modification or waiver of any provision herein shall be effective unless in writing, executed by the party charged therewith.
7. Counterparts; Facsimile and PDF. This Agreement may be executed in counterparts, all of which shall be deemed to be duplicate originals. Delivery by facsimile transmission or e-mail of a PDF of an executed signature page to this Agreement shall be effective as delivery of a manually executed counterpart hereof.
[Balance of page intentionally left blank -
The Signature Page(s) to this Agreement Follow this Page.]
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In Witness Whereof, the parties hereto have executed and delivered this Amendment on this 28th day of March, 2023.
| INTER PARFUMS, inc. | Jean Madar Holding SAS | ||
| By: | /s/ Michel Atwood | By: | Jean Madar |
| (Authorized Signature) | /s/ Authorized Signature) | ||
| Name: | Michel Atwood | Name: | Jean Madar |
| (Print or Type) | (Print or Type) | ||
| Title: | Chief Financial Officer | Title: | President |
| Date: | March 28, 2023 | Date: | March 28, 2023 |
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Cover |
Apr. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 20, 2023 |
| Entity File Number | 0-16469 |
| Entity Registrant Name | Inter Parfums, Inc. |
| Entity Central Index Key | 0000822663 |
| Entity Tax Identification Number | 13-3275609 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 551 Fifth Avenue |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10176 |
| City Area Code | 212 |
| Local Phone Number | 983.2640 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $.001 par value per share |
| Trading Symbol | IPAR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |