-----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, Gjv1jcUn8PaxryFJHyqV2f97Wr9N10682A1j9gFsr7CGkm8xRe2ABgFc4wZlqiVu VSQpSY4fHgZiuaaD9RA/2w== 0001116502-01-500355.txt : 20010511 0001116502-01-500355.hdr.sgml : 20010511 ACCESSION NUMBER: 0001116502-01-500355 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010508 ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY HOLDING CO CENTRAL INDEX KEY: 0001069996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650248866 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25001 FILM NUMBER: 1627591 BUSINESS ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 8-K 1 century-8k.txt CURRENT REPORT 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 ACT OF 1934 May 8, 2001 (Date of earliest event reported) 21st CENTURY HOLDING COMPANY ---------------------------- (Exact name of registrant as specified in its charter) Florida 000-25001 65-0248866 - -------------------------------- --------------- ------------------- (State or other jurisdiction of (Commission File I.R.S. Employer of incorporation) Number) Identification No. 4161 N.W. 5th Street, Plantation, Florida 33317 ----------------------------------------------- (Address of Principal Executive Offices)(Zip Code) (954) 581-9993 -------------- (Registrant's telephone number, including area code) Item 5. Other Events The purpose of this Report on Form 8-K is to reflect changes to the beneficial ownership of the common stock, par value, $0.01 (the "Common Stock") of 21st Century Holding Company (the "Company") due to recent sales by certain former 10% beneficial stockholders. These sales effectively increase the number of shares in the "public float" and thereby increase the "market value of public float" as defined by the Nasdaq National Market. In order for the Company to maintain its listing on the Nasdaq National Market, the Company is required to maintain a "market value of public float" of $5.0 million or more. The following table sets forth, as of May 9, 2001 information with respect to the beneficial ownership of the Company's Common Stock by (i) each person who is known by the Company to beneficially own 5% or more of the Company's outstanding Common Stock, (ii) the Company's Chief Executive Officer ("CEO") and each of the other "named executive officers" (as confirmed in the Executive Compensation-Summary Compensation Table in the Company's Definitive Proxy Statement for its 2001 Annual Meeting of Shareholders), (iii) each director of the Company, and (iv) all directors and executive officers of the Company as a group.
Number of Shares Percent of Beneficially Class Name and Address of Beneficial Owner (1) Owned (2) Outstanding (3) - ------------------------------------------------------ --------------- --------------- Edward J. Lawson (4)................................................... 1,087,728 34.2% Michele V. Lawson (5).................................................. 1,087,728 34.2 Joseph A. Epstein (6).................................................. 3,950 * Robert E. McNally (7).................................................. 42,156 1.3 Bruce F. Simberg (8)................................................... 47,250 1.5 Samuel A. Milne (9).................................................... 5,000 * All directors and executive officers as a group (6 persons)............ 1,186,084 37.2 5% or greater holders: Wallace J. Hilliard (10)............................................... 302,680 9.6 2610 Bulrush Lane Naples, FL 34105 Ronald A. Raymond...................................................... 309,159 9.8 P.O. Box 6037 Fort Lauderdale, FL 33310 Hilliard Family Foundation, Inc. 199,800 6.3 8040 Willard Drive Suite 205 Green Bay, WI 54304 Carla L. Leonard ...................................................... 184,407 5.8 1966 S.W. 105 Avenue Davie, FL 33324
- ---------------- * Less than 1%. (1) Except as otherwise indicated, the address of each person named in the table is c/o 21st Century Holding Company, 4161 N.W. 5th Street, Avenue, Plantation, Florida 33317. (2) Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock listed, which include shares of Common Stock that such persons have the right to acquire a beneficial interest in within 60 days from the date of this report. (3) At the close of business on May 9, 2001 there were 3,165,201 common shares outstanding. 2 (4) Includes 526,889 shares of Common Stock held of record by Mrs. Lawson, 2,500 shares of Common Stock held jointly by Mr. and Mrs. Lawson, 16,950 shares held in an account for a minor, 8,750 shares of Common Stock issuable upon the exercise of stock options held by Mr. Lawson and 5,750 shares of Common Stock issuable upon the exercise of stock options held by Mrs. Lawson. (5) Includes 526,889 shares of Common Stock held of record by Mr. Lawson, 2,500 shares of Common Stock held jointly by Mr. and Mrs. Lawson, 16,950 shares held in an account for a minor, 5,750 shares of Common Stock issuable upon the exercise of stock options held by Mrs. Lawson and 8,750 shares of Common Stock issuable upon the exercise of stock options held by Mr. Lawson. (6) Includes 1,700 shares of Common Stock held in Mr. Epstein's IRA and 2,250 shares of Common Stock issuable upon the exercise of stock options held by Mr. Epstein. (7) Includes 3,250 shares of Common Stock issuable upon the exercise of stock options held by Mr. McNally. (8) Includes 2,250 shares of Common Stock issuable upon the exercise of stock options held by Mr. Simberg. (9) Includes 5,000 shares of Common Stock issuable upon the exercise of stock options held by Mr. Milne. (10) Includes 280,980 shares of Common Stock held by a trust, 9,300 held by Hilliard Limited Partnership in which Mr. Hilliard is a general partner, 8,000 shares of Common Stock held in an irrevocable trust account, and 4,400 shares of Common Stock held in Mr. Hilliard's IRA. 3 SIGNATURES 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. 21ST CENTURY HOLDING COMPANY DATE: MAY 10, 2001 By: /s/ Samuel A. Milne ----------------------- Title: Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----