-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOA/JNo/8M+5IRmB2GvMgDpjX/RqfI90PVfwhC88XtDQsOu3Ylla6Nqgf7uaakA7 qDG3wm0QAD61m4S6CevTKQ== 0001157523-06-002746.txt : 20060316 0001157523-06-002746.hdr.sgml : 20060316 20060316102106 ACCESSION NUMBER: 0001157523-06-002746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 06690284 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 8-K 1 a5104028.txt STANDARD PARKING CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section l3 and l5(d) of the Securities Exchange Act of l934 March 16, 2006 Date of report (date of earliest event reported) STANDARD PARKING CORPORATION ---------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 000-50796 16-1171179 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 274-2000 -------------- (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): [] 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)) 1 Section 1-Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. On March 15, 2006, the company and Gunnar E. Klintberg entered into a First Amendment to Consulting Agreement, effective as of July 1, 2005. Mr. Klintberg is a director of the company. A copy of the First Amendment to Consulting Agreement dated March 15, 2006 is attached as Exhibit 10.24.1 to this Form 8-K. Section 9-Financial Statements and Exhibits Item 9.01. Exhibits. 10.24.1 First Amendment to Consulting Agreement dated March 15, 2006 2 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. STANDARD PARKING CORPORATION March 16, 2006 By: /s/ G. MARC BAUMANN ------------------------------------ G. Marc Baumann Chief Financial Officer 3 INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT - ------- ---------------------- 10.24.1 First Amendment to Consulting Agreement dated March 15, 2006 4 EX-10.24 2 a5104028ex10241.txt EXHIBIT 10.24.1 Exhibit 10.24.1 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this "First Amendment") is made and entered into as of this 15th day of March, 2006 and effective as of July 1, 2005 (the "Effective Date") by and between Standard Parking Corporation, a Delaware corporation ("Standard') and Gunnar E. Klintberg ("Consultant"). RECITALS -------- A. Standard and Consultant entered into a Consulting Agreement dated March 1, 2004 (the "Consulting Agreement"). All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to such term in the Consulting Agreement. B. Standard and Consultant desire to amend the Consulting Agreement as of the Effective Date on the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the promises hereto and the agreements and covenants hereinafter contained, Standard and Consultant, intending to be legally bound, mutually agree as follows: 1. Section 2 of the Consulting Agreement entitled "Duties" is hereby amended by deleting the existing subparagraph a. in its entirety and substituting in lieu thereof the following paragraph: "a. Consultant agrees to diligently and in good faith render advice counsel and direction to Standard and its subsidiaries and affiliates (collective "Standard") in the promotion and development of new parking operations and the consummation of contracts to operate parking agreements (which include, but are not limited to, management contracts and lease agreements) in the (a) New York City Region and (b) National Region. Consultant's primary duties shall be to provide Standard's designated Business Development Director and the Regional Vice President with qualified sales leads and executive level contacts within certain targeted opportunities. Consultant shall ensure that such executive level contacts serve as the sponsors of Standard and facilitators for the transaction. Consultant shall also familiarize himself with the plans and strategies of Standard within the targeted opportunity areas and help to insert Standard personnel into the planning process for future parking transactions and developments in these areas." 2. Section 3 of the Consulting Agreement entitled "Term" is hereby amended by inserting the following sentence immediately following the last sentence of Section 3: 5 "Following the end of the period commencing on March 1, 2004 and ending December 31, 2004, the term of this Agreement shall be on a calendar year basis, each one-year term of this Agreement shall therefore commence on January 1, starting with January 1, 2005." 3. Section 4 of the Consulting Agreement entitled "Consulting Fees" is hereby amended by: a. Deleting the paragraph heading "Consulting Fees" and substituting in lieu thereof the paragraph heading "Retainer and Consulting Fees"; b. Inserting the following paragraph titled "Retainer" as subparagraph a: "a. Consultant shall be paid a base fee (the "Retainer") of $125,000 per year, payable in accordance with the payment practices of Standard as may be in effect from time to time during the term hereof. The Retainer shall be subject to periodic annual review, and in the sole discretion of Standard, may be adjusted without affecting any other provision of this Agreement." c. Deleting the existing subparagraph a in its entirety and substituting the following subparagraph b in lieu thereof: "b. In addition to the Retainer, and unless otherwise specifically stated in the New Business Certificate, Consultant shall also be entitled to a consulting fee ("Consulting Fee") upon the consummation of a contract to lease or operate a Qualifying New Business Location (the "Operating Contract'), for a maximum of three (3) years, (subject to the applicable term of the Operating Contract), in the following maximum amounts: fifteen percent (15%) of the Net Operating Profit of a Qualifying New Business Location for the first year of the term of the Operating Contract, ten percent (10%) of the Net Operating Profit of a Qualifying New Business Location for the second year of the term of the Operating Contract and five percent (5%) of the Net Operating Profit of the Qualifying New Business Location for third year of the term of the Operating Contract. Subject to Section 13 hereof, Consultant shall also be entitled to a renewal fee (the "Renewal Fee") of five percent (5%) of the Net Operating Profit for an existing location for the term of the first renewal only, in the event Standard shall request Consultant's assistance in accordance with the terms hereof. 6 The calculation of a Consulting Fee for a Qualifying New Business Location or a Renewal Fee for an existing location shall be based on the following four distinct elements (individually a "Deal Element" and collectively the "Deal Elements"), each equating to the maximum amount of the total Consulting Fee or Renewal Fee the Consultant can earn for each Deal Element: 1. 25% for prospecting a deal; 2. 25% for generating a proposal; 3. 25% for presenting the proposal; and 4. 25% for closing the deal. The determination of the responsibility for the completion of a Deal Element shall be made by the Executive Vice President of Standard then having operational responsibility for the New York City Region and set forth on the New Business Certificate." d. Re-lettering subparagraph b as subparagraph c. e. Deleting the first sentence of subsection (7) of the newly lettered subparagraph c in its entirety and substituting the following sentence in lieu thereof: "The Retainer and Consulting Fee represent and constitute the entire financial obligation of Standard to Consultant and Consultant agrees that he shall not be entitled to any other compensation." 4. Section 5 of the Consulting Agreement entitled "Authorized Expenses/Reimbursement" is hereby amended by deleting the second sentence thereof and inserting the following sentence in lieu thereof: "Any such expense reimbursement requested by Consultant during the term shall be expressly conditioned upon Consultant receiving advance approval from the Executive Vice President of Standard then having operational responsibility for the New York City Region and documented with receipts showing persons entertained, company affiliation and business purpose in accordance with IRS rules." 5. Section 7 of the Consulting Agreement entitled "Relationship" is hereby amended by inserting the following new paragraph immediately following the last sentence of Section 7: "Consultant agrees that he will not, during the term of this Agreement, (1) develop or participate in any company that operates, manages or develops parking facilities or provides consulting services in connection with same and/or (2) act or serve as agent or consultant to any other parking operator during the term of this Consulting Agreement." 7 6. Section 13 of the Consulting Agreement entitled "Death or Disability of Gunnar Klintberg" is hereby amended by deleting the second sentence thereof in its entirety and inserting the following sentence in lieu thereof: "Any Retainer earned through the date of termination and Consulting Fees earned for Qualifying New Business Locations for the initial term of the Operating Contract only will be paid in accordance with Section 4 and unless provided otherwise in New Business Certificate, shall be paid to Gunnar E. Klintberg or his beneficiaries, as applicable, in accordance with Section 4 hereof." 7. Consultant represents that he has been paid as an employee of Holberg Incorporated during the period from July 1, 2005 through December 31, 2005 (the "2005 Employment Period"). Consultant hereby directs Standard Parking to reimburse Holberg Incorporated in the amount of $62,500 as payment in full of his Retainer for the 2005 Employment Period. 8. Except as expressly amended by this First Amendment, the Consulting Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written, effective as of the Effective Date. Standard Parking Corporation By: ------------------------------ James A. Wilhelm President and Chief Executive Officer Consultant ------------------------------ Gunnar E. Klintberg 8 -----END PRIVACY-ENHANCED MESSAGE-----