8-K 1 g21374e8vk.htm FORM 8-K e8vk
 
 
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): November 23, 2009 (November 17, 2009)
FIRST ACCEPTANCE CORPORATION
 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-12117   75-1328153
         
(State or Other Jurisdiction   (Commission File   (I.R.S. Employer
of Incorporation)   Number)   Identification No.)
     
3322 West End Ave, Suite 1000    
Nashville, Tennessee   37203
     
(Address of Principal Executive Offices)   (Zip Code)
(615) 844-2800
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2009, stockholders of First Acceptance Corporation (the “Company”) approved the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Restated Plan”). The amendments, as approved by the stockholders and reflected in the Restated Plan, among others, (a) provide that the Company may offer to buy options previously granted pursuant to the Restated Plan in exchange for a payment in cash, common stock or restricted stock, (b) permit the Company to withhold from the number of shares to be delivered to a participant upon exercise or vesting of an award a number of shares having a fair market value equal to the participant’s required tax withholding payment, and (c) permit the Company to grant awards in the form of performance awards. A summary of the Restated Plan is included with the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2009 (the “Definitive Proxy Statement”). The foregoing summary of the Restated Plan is qualified by and subject to the full text of the Restated Plan, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 17, 2009, the Company’s stockholders also approved a value-for-value option exchange whereby certain outstanding stock options would be exchanged for shares of restricted common stock (the “Exchange”). As approved by the Company’s stockholders, restricted stock issued in the Exchange would vest in equal annual installments beginning on the first anniversary of the date of the grant of the restricted stock, and no participant in the Exchange would be permitted to receive restricted stock having an aggregate value greater than $150,000. For a complete description of the Exchange, please refer to the Company’s Definitive Proxy Statement.
On November 18, 2009, consistent with the terms of the Exchange, the Company entered into an Option Cancellation and Restricted Stock Award Agreement (the “Agreement”) with each of Stephen Harrison, Edward Pierce, Kevin Cohn, and Keith Bornemann (collectively, the “Executives”) to surrender, and have the Company cancel, certain outstanding options to purchase shares of the Company’s common stock held by the Executives in exchange for shares of restricted stock having a value equal to or less than the surrendered options. The number of shares of the Company’s common stock underlying each such option that was surrendered and cancelled and the number of shares of restricted stock received in exchange therefor are as follows:
                     
        Shares    
        Underlying    
        Surrendered   Restricted
Executive   Title   Option   Stock Granted
Stephen Harrison
   Chief Executive Officer     100,000       22,847  
Edward Pierce
   President     250,000       65,837  
Kevin Cohn
   Senior Vice President, Chief Financial Officer and Secretary     100,000       27,847  
Keith Bornemann
   Corporate Controller     10,000       3,140  
The Agreements are subject to the provisions of the Restated Plan and such other terms and conditions as are contained in each such Agreement. The Agreements for the Executives are attached as Exhibits 99.2-99.5 and are incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.
          (d) Exhibits
     
99.1
  Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan
 
    
99.2
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Keith E. Bornemann
 
    
99.3
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Kevin P. Cohn
 
    
99.4
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Stephen J. Harrison
 
    
99.5
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Edward L. Pierce

 

 

SIGNATURE

     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, hereunto duly authorized.

         
  FIRST ACCEPTANCE CORPORATION
 		  
Date: November 23, 2009  By:   /s/ Stephen J. Harrison    
    Stephen J. Harrison   
    Chief Executive Officer   

 

 

         
INDEX TO EXHIBITS
     
99.1
  Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan
 
    
99.2
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Keith E. Bornemann
 
    
99.3
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Kevin P. Cohn
 
    
99.4
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Stephen J. Harrison
 
    
99.5
  Option Cancellation and Restricted Stock Award Agreement dated as of November 18, 2009, by and between First Acceptance Corporation and Edward L. Pierce