0001437749-14-000579.txt : 20140114 0001437749-14-000579.hdr.sgml : 20140114 20140114162229 ACCESSION NUMBER: 0001437749-14-000579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140109 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140114 DATE AS OF CHANGE: 20140114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 14527621 BUSINESS ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 8-K 1 sxcl20140114_8k.htm FORM 8-K sxcl20140114_8k.htm

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): January 9, 2014

 

Steel Excel Inc.

(Exact name of registrant as specified in its charter)

     

Delaware

0-15071

94-2748530

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

     

1133 Westchester Avenue, Suite N222, White Plains, New York

10604

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (914) 461-1300

 

n/a

(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))

 

 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 9, 2014, the Board of Steel Excel Inc. (the “Company”) approved an Amendment Number 2 to the previously disclosed Amended and Restated Management Services Agreement with SP Corporate Services LLC to adjust the annual fee payable by the Company to SP Corporate Services LLC from $3,600,000 to $8,000,000, such Amendment to be effective as of January 1, 2014. SP Corporate Services LLC is an indirect wholly owned subsidiary of Steel Partners Holdings L.P., which owns approximately 55.1% of the issued and outstanding stock of the Company.

 

The foregoing description of Amendment Number 2 is qualified in its entirety by reference to the full text of Amendment Number 2, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

   

10.1

Amendment Number 2 to the Amended and Restated Management Services Agreement.

 

 
 
 

 

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.

 

Dated: January 14, 2014

Steel Excel Inc.

   
 

By:

/s/ Leonard J. McGill                                                     

   

Name:

Leonard J. McGill

   

Title:

Vice President, General Counsel

 

 

 EX-10 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm

Exhibit 10.1

 

AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT

 

 

 

This Amendment Number 2 to an Amended and Restated Management Services Agreement (the “Amendment”) is dated as of January 1, 2014, and is between SP Corporate Services LLC (“SP Corporate ”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Steel Excel Inc., a Delaware corporation (the “Company ”), having an office at 1133 Westchester Avenue, Suite N222, White Plains, NY 10604.

 

RECITALS

 

WHEREAS, the parties have previously entered into an Amended and Restated Management Services Agreement dated as of January 1, 2012 (the “Agreement”), as amended pursuant to Amendment No. 1 dated as of April 5, 2013, whereby SP Corporate furnishes certain services to the Company and its subsidiaries; and

 

WHEREAS, the parties wish to modify the fee payable to SP Corporate by the Company under the Agreement.

 

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.     In Section 3.01, the amount “$3,600,000” shall be changed to read “$8,000,000” and the year “2014” shall be changed to read “2015.”

 

2.     This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

 

 

The parties have duly executed this Amendment as of the date first above written.

 

 

 

SP CORPORATE SERVICES LLC     STEEL EXCEL INC.  

By: /s/ James F. McCabe, Jr.

    

By: /s/ Jack L. Howard

  
         
Name:    James F. McCabe, Jr.       Name:    Jack L. Howard  
Title:      President       Title:      Principal Executive Officer