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): March 11, 2016
TALON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
1-13669 |
95-4654481 |
|
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
|
of Incorporation) |
File Number) |
Identification No.) |
| 21900 Burbank Blvd., Suite 270 | ||
| Woodland Hills, California | 91367 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(818) 444-4100
(Registrant’s Telephone Number, Including Area Code)
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):
|
☐ |
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-4c)) |
|
Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 11, 2016, Talon International, Inc. entered into an amendment to the Executive Employment Agreement of Larry Dyne, our Chief Executive Officer. The description of the amendment set forth under Item 5.02 of this Current Report is incorporated into this Item 1.01 by this reference.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 11, 2016, we entered into an amendment to the Executive Employment Agreement of Larry Dyne, our Chief Executive Officer.
Pursuant to the amendment to Mr. Dyne’s Executive Employment Agreement, (a) the term of the employment agreement was extended through December 31, 2017, and may be further extended to December 31, 2018, and (b) Mr. Dyne’s annual base salary rate for the period from January 1, 2016 through the end of the term of the employment agreement was increased to $425,000.
|
Item 9.01 |
Financial Statements and Exhibits. |
|
(d) |
Exhibits |
|
10.1† |
Amendment No. 4 to Executive Employment Agreement, dated as of March 11, 2016, between the Registrant and Larry Dyne. |
|
† |
Indicated as management contract or compensatory plan. |
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.
|
|
TALON INTERNATIONAL, INC. |
| |
|
|
|
|
|
|
|
|
|
|
|
Date: March 15, 2016 |
By: |
/s/ Nancy Agger-Nielsen |
|
|
|
|
Nancy Agger-Nielsen |
|
|
|
|
Chief Financial Officer |
|
3
Exhibit 10.1
AMENDMENT NO. 4
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment No. 4 to Executive Employment Agreement (this “Amendment”), is entered into this 11th day of March, 2016, by and between TALON INTERNATIONAL, INC., a Delaware corporation (the “Company”) and LARRY DYNE (“Executive”).
RECITALS
A. On July 30, 2010, the Company and Executive entered into an Executive Employment Agreement pursuant to which the Company retained the services of Executive, which agreement was amended by Amendment No. 1 to Executive Employment Agreement, dated June 15, 2012, Amendment No. 2 to Executive Employment Agreement, dated November 6, 2013 and Amendment No. 3 to Executive Employment Agreement, dated August 7, 2014 (as amended, the “Agreement”).
B. The parties desire to further amend the Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows:
1. Certain Definitions. Capitalized terms used but not defined herein have the respective meanings assigned to them in the Agreement.
2. Amendment to Section 2(a). Section 2(a) of the Agreement is hereby amended in its entirety to read as follows:
“(a) the close of business on December 31, 2017, provided, that if the Company has not given Executive Notice of its decision not to renew the Term on or before April 1, 2017, then, unless otherwise terminated as provided below, the Term shall be automatically extended until the earlier of (i) a date which is nine (9) months following delivery after April 1, 2017 by the Company to Executive of Notice of its decision not to extend the Term further, and (ii) December 31, 2018;”
3. Amendment to Section 3.1. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“The Company shall pay to Executive a base salary (the “Base Salary”) at an annual rate of $425,000 for the period from January 1, 2016 through the remainder of the Term, which Base Salary shall be subject to increase, but not decrease, at the discretion of the Board. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to similarly situated executive officers of the Company, but in any event, no less frequently than monthly.”
4. Remaining Terms Ratified. Except as specifically amended hereby, the other terms and conditions in the Agreement shall continue in full force and effect, notwithstanding the execution and delivery of this Amendment. After the date hereof, any reference to the Agreement shall mean the Agreement as amended by this Amendment, and as used in the Agreement, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof” and words of similar import shall, unless the context otherwise requires, mean the Agreement as amended by this Amendment.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.
6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
(Signatures on Following Page)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
Company: |
Executive: |
|
TALON INTERNATIONAL, INC.
By: /s/ Robert Golden Director |
/s/ Larry Dyne Larry Dyne |
3