-----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, Ln9uAANagJLET1F9WIPhKFXsg0dDVVibYieVUDa6SyjL06tTxZGXeLrdKarnoNyL y8l3/R2LatWL3fdNSUQ1Bw== 0001209191-06-034000.txt : 20060601 0001209191-06-034000.hdr.sgml : 20060601 20060601204426 ACCESSION NUMBER: 0001209191-06-034000 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060601 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TOWN SPORTS INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001281774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 200640002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 25TH FL CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stephen Randall C CENTRAL INDEX KEY: 0001363509 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52013 FILM NUMBER: 06881363 BUSINESS ADDRESS: BUSINESS PHONE: (212) 246-6700 MAIL ADDRESS: STREET 1: C/O TOWN SPORTS INTERNATIONAL STREET 2: 888 SEVENTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 3 1 bny21351rcs.xml MAIN DOCUMENT DESCRIPTION X0202 3 2006-06-01 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB 0001363509 Stephen Randall C 888 SEVENTH AVENUE 25TH FLOOR NEW YORK NY 10106 0 1 0 0 Chief Operating Officer Stock Option (right to buy) 10.28 2004-02-04 2013-07-23 Common Stock, par value $0.001 11200 D Stock Option (right to buy) 6.53 2012-12-31 2013-07-23 Common Stock, par value $0.001 44800 D Stock Option (right to buy) 6.53 2015-04-30 2015-04-30 Common Stock, par value $0.001 56000 D These options are subject to vesting earlier than the indicated date in the event of the sale of the Issuer to a third party, or the achievement by the Issuer of certain Equity Value Targets (as defined in the Stock Option Agreement governing this grant). All share and per-share numbers in this Form 3 reflect the 14-for-one stock split of the Common Stock to be effected prior to the closing of the Issuer's initial public offering. /s/ Jeremy Lechtzin, attorney-in-fact 2006-06-01 EX-24 2 rcs.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard G. Pyle, Robert S. Herbst, James P. Gerkis, Robert K. Kane, Julie M. Allen, Jeremy Lechtzin and Jason Crelinsten, and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Town Sports International Holdings, Inc. (the "Company"), any and all reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or other required report and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports under Section 16 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of May, 2006. Signature: /s/ Randall C. Stephen ------------------------------------- Printed Name: Randall C. Stephen ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----