8-K

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):  April 28, 2015

COLT DEFENSE LLC

COLT FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

	32-0031950
333-171547	27-1237687
(Registration Number)	(IRS Employer Identification Number)
547 New Park Avenue, West Hartford, CT	06110
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (860) 232-4489

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 April 28, 2015, Scott Anderson, interim Chief Operating Officer of Colt Defense LLC, a Delaware limited liability company (individually, “Colt” and, collectively with its subsidiaries, the “Company”), resigned from his position as interim Chief Operating Officer of the Company.  Mr. Anderson has agreed to continue to provide services to the Company through July 3, 2015.  In exchange for providing such services, the Company has agreed to a continuation of Mr. Anderson’s salary at the rate of 50% of Mr. Anderson’s current base salary through July 3, 2015.

On June 1, 2015, Ronald Belcourt and Jeff Masciadrelli will assume Mr. Anderson’s responsibilities in their capacities as Senior Vice President of Operations—Manufacturing and Continuous Improvement and Senior Vice President of Operations—Supply Chain, Quality and Technical Support, respectively.   Mr. Belcourt and Mr. Masciadrelli will both report directly to Dennis Veilleux, the Chief Executive Officer of the Company.

Mr. Belcourt, age 45, has been Senior Vice President of Operations of Colt’s Manufacturing Company LLC, a subsidiary of Colt, responsible for all handgun, rifle and machine gun productions, continuous improvement and quality systems since November 2013.  Mr. Belcourt joined the Company in June 2013 as Vice President of Operations of Colt.  Prior to joining the Company, he was Vice President of Operations for Lyman Products Corporation, which develops tools for shooters and re-loaders, from January 2012 to June 2013, Continuous Improvement Engineer for Lee Company, from April 2011 to January 2012 and Plant Manager and Continuous Improvement Manager for Marlin Firearms Co, which manufactures high power, center fire, lever action, bolt-action, and .22 caliber rimfire rifle, from November 1995 to April 2011.  Mr. Belcourt attended Wentworth Institute of Technology where he earned a B.S. in Manufacturing Engineering Technology and Rensselaer Polytechnic Institute where he earned a M.B.A.

Mr. Belcourt has served the Company pursuant to an employment offer letter, dated May 8, 2013 (“Belcourt Offer Letter”), under which his annual base salary is $225,000 and he was granted an option to acquire 400 non-voting common units of Colt at a strike price of approximately $289.  These options began to vest in equal installments over a three-year period, which commenced on May 8, 2013.  Pursuant to the Belcourt Offer Letter, in the event the Company terminates Mr. Belcourt for any reason other than for cause, the Company will pay Mr. Belcourt severance pay equal to nine months base salary as of the date his employment terminates, payable on a monthly basis while he is unemployed and actively searching for work; provided that as a condition of receiving such benefit, Mr. Belcourt agrees to certain non-compete, non-disparagement and non-solicitation and confidentiality restrictions.

Mr. Masciadrelli, age 55, will join the Company on June 1, 2015.  Prior to joining the Company, Mr. Masciadrelli was Vice President of Operational Excellence for The Newark Group, which produces recycled paperboard, from January 2012 and Director of Enterprise Lean Sigma for Avery Dennison Corp., which develops labeling and packaging materials, from April 2001 to January 2012  Mr. Masciadrelli attended University of Massachusetts Amherst where he earned a B.A. in Operations Management.

The terms of Mr. Masciadrelli’s employment are outlined in an employment offer letter between the Company and Mr. Masciadrelli, executed on May 13, 2015 (the “Masciadrelli Offer Letter”).  Under the Masciadrelli Offer Letter, Mr. Masciadrelli will receive an annual base salary of $230,000 and an opportunity to earn a discretionary performance bonus opportunity of up to 25% of his base salary. Pursuant to the Masciadrelli Offer Letter, in the event the Company terminates Mr. Masciadrelli for any reason other than for cause, the Company will pay Mr. Masciadrelli severance pay equal to six months base salary as of the date his employment terminates, payable on a monthly basis while he is unemployed and actively searching for work; provided that as a condition of receiving such benefit, Mr. Masciadrelli agrees to certain non-compete, non-disparagement and non-solicitation and confidentiality restrictions.

There was no arrangement or understanding between Mr. Belcourt or Mr. Masciadrelli and any other person pursuant to which they were appointed Senior Vice President of Operations—Manufacturing and Continuous Improvement and Senior Vice President of Operations—Supply Chain, Quality and Technical Support, respectively.  There are no family relationships between Mr. Belcourt and Mr. Masciadrelli and any members of the governing entity or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

This description of the Belcourt Offer Letter and the Masciadrelli Offer Letter is not complete and is qualified in its entirety by reference to the agreements thereof, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 8.01.Other Events.

The Company has entered into the permitted grace period with respect to a $10.9 million interest payment due under the Indenture, dated as of November 10, 2009 (as supplemented by the supplemental indenture, dated as of June 19, 2013 and the supplemental indenture, dated as of July 12, 2013, the “Indenture”), by and among Colt, Colt Finance Corp., the subsidiary guarantors party thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as indenture trustee (the “Trustee”), which governs its outstanding 8.75% Senior Notes due 2017 (the “Senior Notes”).

The interest payment was due May 15, 2015; however, under the terms of the Indenture, the failure to make such payment does not become an event of default for 30 days after the scheduled due date.  If the Company does not make the interest payment on or before June 14, 2015, however, the Trustee or holders of at least 25% of the outstanding principal amount of the Senior Notes would be permitted to accelerate the payment of principal and accrued but unpaid interest on the outstanding Senior Notes to become immediately due and payable by providing notice of such acceleration. The Company believes it is in the best interests of its stakeholders to actively address the Company’s capital structure and has commenced discussions with an ad hoc group of holders of the Senior Notes.  The Company hopes that such discussions will result in a consensual restructuring transaction.

Item 9.01.Exhibits.

EXHIBIT NO.	DESCRIPTION
10.1+	Employment Offer Letter, dated as of May 8, 2013, between the Company and Ronald Belcourt
10.2+	Employment Offer Letter,executed on May 13, 2015, between the Company and Jeff Masciadrelli

+ Indicates a management contract or compensatory plan or arrangement.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLT DEFENSE LLC
	COLT FINANCE CORP.
	By:	/s/ Scott Flaherty
	Name:	Scott Flaherty
	Title:	Senior Vice President and Chief Financial Officer
Dated: May 18, 2015

3

EX-10.1

Exhibit 10.1

	COLT DEFENSE LLC
	P.O. BOX 118, HARTFORD, CONNECTICUT 06141 860/232-4489

GERALD R. DINKEL

President and CEO

(860) 244-1511 office

(860) 244-1481 facsimile

gdinkel@colt.com

May 8, 2013

Ronald H. Belcourt

9 Partridge Hollow Road

Killingworth, CT 06419

Dear Ron,

We are pleased to extend to you this offer of employment with Colt Defense LLC (herein referred to as “Colt” or the “Company”) for the position of Vice President, Operations at Colt’s corporate headquarters. The location of Colt’s corporate headquarters and manufacturing facility is currently in West Hartford, CT. You will report to Mike Magouirk Senior VP & COO. Your starting salary will be $225,000 annually, payable in weekly installments of $4,326.92. In addition to the base salary, we offer the following benefits package:

·Management Incentive Plan — You will be eligible for participation in any management incentive program at the level of others in similar positions, as determined by the Company’s CEO and Governing Board.

·Equity — After the first regular meeting of the Company’s Governing Board following the commencement of your employment, and subject to approval by the Governing Board, the Company will grant to you options to acquire 400 non-voting common units, with a strike price equal to market value of the Company’s common units on the date of the grant. Option vesting will occur in equal installments over a three-year period commencing with the first anniversary of the month in which your employment begins. Options will be issued pursuant to the Company’s Long Term Incentive Plan and the Company’s standard Option Agreement.

·Vacation — Three (3) weeks paid vacation annually.

·Health insurance — You are eligible to participate in Company Medical and Dental Insurance programs on the first of the month following your first 30 days of service.

·COBRA — You will be reimbursed for COBRA expenses incurred from the commencement of your employment until you are eligible for coverage with Company’s medical and dental plans.

·Life Insurance — You may elect to participate in the Company’s Life Insurance and Long Term Disability Plans become effective on the first of the month following 30 days of service. The Life Insurance benefit is offered through UNUM Life Insurance Company and will be detailed in Company’s benefit package, which we will provide to you.

·401(k) Saving’s Program — You are eligible to participate in the Company’s 401(k) Plan on the first open enrollment date (quarterly) following your first 30 days of service.

·Termination and Severance — You will be an employee at will and the Company reserves the right to terminate your employment at any time for any reason, with or without cause. In the

event the Company terminates you for any reason other than for cause after you have been employed for at least six months, the Company agrees to pay you Severance Pay equal to up to nine month’s base salary as of the date your employment terminates, payable on a monthly basis while you are unemployed and actively searching for work; provided that, as a condition of receiving such benefit you execute a Non-competition, Non-disparagement, Non-solicitation and Confidentiality Agreement in such form as shall be provided by the Company.

In the event your employment is terminated before you have completed six months of employment or in the event your employment is terminated for cause, you will not be entitled to receive the foregoing Severance Pay or any other severance payment or benefit. “Cause” shall mean (i) your commission of a felony or of any crime involving moral turpitude, or your arrest for any crime, which arrest or the publicity surrounding same could reasonably be expected to have an adverse effect on the Company’s business; or (ii) your commission of an act of fraud, embezzlement or theft with respect to the Company; or (iii) your refusal or failure to comply with any lawful directives of the Company in the performance of your services or your violation of any of the written policies or procedures of the Company (other than on the advice of the Company’s legal counsel), or any other act or omission constituting gross negligence or willful misconduct.

This letter summarizes the general terms and conditions of your potential employment with the Company, is provided as a courtesy and is not an employment contract. As noted above, Colt is an at-will employer and neither you, nor Colt, are bound to continue the employment relationship if either chooses and may end the relationship at any time.

Ron, it is a pleasure to present this offer to you. We look forward to having you join our Company. A written response to this offer of employment is requested by May 14, 2013. This offer is contingent upon successful completion of a post-offer employment drug test and criminal background check. Assuming favorable results, we anticipate your start employment date to begin June 10, 2013.

If you are in agreement with the above, please sign below and return it to my attention. Should you have any questions, please do not hesitate to contact me at (860) 244-1441.

Sincerely,

/s/ Gerald R. Dinkel	5/8/13
Gerald R. Dinkel	Date

Your signature below indicates your acceptance of the foregoing offer, and will initiate the pre-employment activities described above.

/s/ Ronald H. Belcourt	5/8/13
Ronald H. Belcourt	Date

SYMBOL OF QUALITY SINCE 1836

EX-10.2

Exhibit 10.2

Jeffery Masciadrelli	May 12, 2015
21 Nicholas LH
Westfield, MA 01085

Dear Jeff:

I would like to confirm our verbal offer to you as Senior Vice President- Operations.  As discussed, your starting rate of pay will be $4,423.08 per week (Annualized $230,000).  Three weeks vacation will be prorated for 2015. You will be eligible for an annual discretionary bonus of up to 25% of your base salary based on the attainment of specific goals and objectives. Benefits will be effective on the 1st of the month, following 30 days of employment.  You will be an employee at will, which means your employment will be subject to termination at any time, with or without cause.

Colt will pay Severance Benefits of 6 months paid out over six months to you shall be subject to delivery of an executed Agreement and General Release in the event of your employment being terminated on a “Without Cause Basis”.

All offers of employment are contingent upon your successful completion of a drug screen.  Please call the Connecticut Occupational Medicine Partners at the office most convenient for you to schedule an appointment upon formal acceptance of our offer.  We have enclosed a letter you may present to the clinic at the time of your exam; it includes directions to the clinic.  It also contains the addresses and phone numbers of the Clinic’s locations.  You must complete this physical within one week of receipt of this letter or this offer will be rescinded.

All offers of employment are also contingent upon your completion of the enclosed questionnaire.  Under the provisions of the recently amended Gun Control Act, firearm manufacturers are required to obtain and keep on file the information contained in the questionnaire.  An affirmative or untruthful answer in any item a. through j. may result in the withdrawal of our offer of employment.  In addition, I have enclosed our Notice to All Applicants, which reaffirms our compliance with all state and federal regulations governing the employment relationship.  You will note that the reverse side of this notice includes the listing of acceptable documentation for proof of employment authorization.  Please bring the appropriate documentation to your orientation.

Offers of employment are also contingent upon a criminal background check.  Please complete and return the enclosed General Authorization Release for American Screening, LLC.

Please feel free to contact me at (860) 244-1359 with any questions or concerns.  We look forward to working with you and welcome you to the Colt team!

Sincerely,

/s/ Stephen C. Welford

Stephen C. Welford

Director, Human Resources

Please sign below to indicate that you have accepted our contingent offer of employment and return this letter by mail or fax 860-244-1474 within 7 days of the above date.

Signature:	/s/ Jeffery P. Masciadrelliz	Date:	May 13, 2015
	Jeffery P. Masciadrelliz