0001566897-15-000048.txt : 20150811 0001566897-15-000048.hdr.sgml : 20150811 20150811163321 ACCESSION NUMBER: 0001566897-15-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150805 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150811 DATE AS OF CHANGE: 20150811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Diamond Resorts International, Inc. CENTRAL INDEX KEY: 0001566897 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 461750895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35967 FILM NUMBER: 151044254 BUSINESS ADDRESS: STREET 1: 10600 WEST CHARLESTON BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 798-8840 MAIL ADDRESS: STREET 1: 10600 WEST CHARLESTON BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89135 8-K 1 form8-k4thextensionagreeme.htm 8-K AUG 2015 PRAESUMO EXTENSION Form 8-K 4th Extension Agreement with Praesumo Partners


 

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): August 5, 2015
Diamond Resorts International, Inc.
(Exact name of registrant as specified in its charter)


 
 
 
Delaware
001-35967
46-1750895
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
10600 West Charleston Boulevard, Las Vegas, Nevada
 
89135
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: 702-684-8000
 
 
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:
[  ] 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))

 




Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2015, Diamond Resorts Centralized Services Company, a wholly-owned subsidiary of Diamond Resorts International, Inc. (the “Company”), and Praesumo Partners, LLC (“Praesumo Partners”) entered into a Fourth Extension Agreement, which extends the term of that certain Terms of Engagement Agreement for Individual Independent Contractor, dated as of June 2009, for an additional one-year term expiring on August 31, 2016. Lowell D. Kraff, the Vice Chairman of the Company’s Board of Directors, is a beneficial owner and a controlling party of Praesumo Partners. A copy of the Fourth Extension Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits

Exhibit No.
 
Description
 
 
 
10.1
 
Fourth Extension Agreement, dated August 5, 2015, among Diamond Resorts Centralized Services Company and Praesumo Partners, LLC.




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.
 
 
 
 
Diamond Resorts International, Inc.
 
 
 
 
August 11, 2015
 
 
 
By:
 
/s/ Jared T. Finkelstein
 
 
 
 
Name:
 
Jared T. Finkelstein
 
 
 
 
Title:
 
Senior Vice President-General Counsel and Secretary


 EX-10.1 2 exhibit101praesumofourthex.htm EX 10.1 PRAESUMO EXTENSION Exhibit 10.1 Praesumo Fourth Extension Agreement
EXHIBIT 10.1

FOURTH EXTENSION AGREEMENT
This Fourth Extension Agreement (“Extension Agreement”) is entered into on August 5, 2015 by and between Diamond Resorts Centralized Services Company (the "Company") and Praesumo Partners, LLC ("Independent Contractor").
The parties had executed and delivered a Terms of Engagement Agreement for Individual Independent Contractor dated as of June 1, 2009, an Extension Agreement thereto, effective as of June 1, 2010, an Amendment to Extension Agreement dated January 1, 2011, a Second Extension Agreement dated September 12, 2012, which was automatically renewed for a term through August 31, 2014, and a Third Extension Agreement dated August 20, 2014 (collectively, the “Prior Agreement”). The parties now wish to formalize their agreement that the Prior Agreement be extended for an additional one-year period (the “Term”). Any additional extensions of the Term shall require agreement of the parties. Capitalized terms not defined in this Fourth Extension Agreement shall have the meanings ascribed to them in the Prior Agreement.
Therefore, the undersigned hereby agree that:
a)
The Prior Agreement is hereby extended for an additional one-year term, which shall commence as of September 1, 2015, and shall expire on August 31, 2016.
b)
The parties hereby agree that, except as expressly modified pursuant to this Extension Agreement, Prior Agreement remains in full force and effect.

IN WITNESS WHEREOF, this Extension Agreement has been executed as of the date first written above.

Praesumo Partners, LLC

By: _/s/ Lowell Kraff____________
Name: Lowell Kraff
Title:


Diamond Resorts Centralized Services Company

By: /s/ Jared T. Finkelstein_________
Name: Jared T. Finkelstein
Title: SVP, General Counsel and Secretary