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 18,
2008
EQUITY
MEDIA HOLDINGS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51418
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20-2763411
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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One
Shackleford Drive, Suite 400
Little
Rock, Arkansas
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72211
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (501) 219-2400
(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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of
Certain
Officers
On
August
18, 2008, Jacob J. Barker and Paul Brissette were appointed by the sitting
board
of directors of the Company as additional members of the Company’s board of
directors. Each of Messrs. Barker and Brissette are deemed “independent” in
accordance with the Nasdaq definition of “independence”. Giving effect to their
appointment, the board of directors of the Company is comprised of the following
members in the designated classes:
Class
A
-- John Oxendine, Manuel Kadre, Mike Pierce, each of whom serves until the
next
annual stockholders meeting;
Class
B
-- Robert Farenhem, Larry Morton, Paul Brissette, each of whom serves until
the
annual stockholders meeting immediately following the stockholders meeting
at
which the Class A directors are elected; and
Class
C -
Richard Rochon, Robert Becker and Jacob J. Barker, each of whom serves until
the
annual stockholders meeting immediately following the stockholders meeting
at
which the Class B directors are elected.
Jacob
J.
Barker founded Barker Capital, LLC in 2002. Barker Capital focuses on both
principal investments and investment banking services for media companies in
the
lower middle market. To date, Barker Capital’s investment banking
activities have included advising clients on acquisitions, balance sheet
restructuring, private equity and senior debt formation in transactions totaling
$215 million. In 2004, the firm launched BC Media Funding Company
to originate senior secured loans to media companies. Mr. Barker began his
career as a high yield analyst for Fidelity Management & Research where one
of his focus areas was media. Prior to founding Barker Capital, Mr. Barker
was the senior high yield media analyst for Toronto Dominion (“TD”)
Securities. He also worked in a similar capacity for NationsBank
Montgomery Securities (a predecessor or Bank of America Securities). While
at TD, Mr. Barker extended the scope of his credit research to include
syndicated bank loans. Mr. Barker earned a Bachelor of Arts degree in history
from Tufts University.
Paul
Brissette has served as Chairman of the Board, President and CEO of Piedmont
Television Corporation since January 2002. For over 50 years, Mr. Brissette
has
served as an investor, owner and operator of various television stations across
the United States. Mr. Brissette entered the television business with WWLP-TV
in
1956, and his industry experience includes Brissette Broadcasting and Adams
Communications, station groups which he exited after having improved their
profitability through increasing sales and cost cutting. Mr. Brissette has
owned
over 30 television stations during his career. Mr. Brissette is a veteran of
the
U.S. Army, received his B.S. in Business from Holy Cross College, and attended
Western New England Law School.
As
of
August 18, 2008, the Company entered into a one-year employment agreement with
John Oxendine, its chief executive officer. During the term, Mr. Oxendine shall
be paid a base salary at the rate of $25,000 per month, retroactive to June
14,
2008 and which accrues until the Company has cash flow in excess of certain
projections; provided, however, that accrued amounts shall be paid to Mr.
Oxendine no later than October 31, 2008, with salary paid on a regular monthly
basis thereafter. Mr. Oxendine also was granted non-qualified options under
the
Company’s existing stock option plan to purchase (i) 125,000 shares of the
Company’s common stock, all of which shall vest on December 13, 2008 and have a
per-share exercise price of $0.34 and (ii) an aggregate of 125,000 additional
shares of the Company’s common stock, which shall have a per-share exercise
price of $0.34, and which shall vest in three installments so long as Mr.
Oxendine is then employed by the Company as follows: (x) options to purchase
41,666 shares shall vest at such time as the Company’s current annual operating
costs have been reduced by at least $1 million; (y) options to purchase 41,667
shares options shall vest at such time as the Company’s station group is cash
flow positive for at least one fiscal quarter and (z) options to purchase 41,667
shares shall vest on June 13, 2009. All options shall vest upon a “Change in
Control” as defined in the Company’s 2007 Stock Incentive Plan under which they
are granted
.
The
options shall be governed by the stock option agreement in the Company’s
customary form under such plan.
Mr.
Oxendine also shall be entitled to an aggregate bonus of up to $300,000 payable
as follows: (i) 50% of such bonus shall be paid as soon as practicable following
consummation by the Company of both (1) sales of Company stations or related
licenses having aggregate gross proceeds to the Company of at least $20 million
(provided that the currently pending sales to Luken Communications and
affiliates thereof shall not be counted towards fulfillment of this provision)
and (2) a repurchase of the Company’s former RTN subsidiary by the Company under
the option granted to it by Luken Communications; (ii) 25% of such bonus shall
be paid as soon as practicable after such time as the Company’s station group is
cash flow positive for at least one fiscal quarter; and (iii) 25% of such bonus
shall be paid as soon as practicable after such time as the Company has secured
at least 20 new C.A.S.H services (a new client being that which was not a
C.A.S.H. services client as of the Commencement Date) that average at least
$20,000 per month in revenues to the Company. In addition, notwithstanding
anything to the contrary contained in the employment agreement, upon any Change
in Control occurring after the date of the employment agreement and during
the
Term of the employment agreement, Mr. Oxendine shall be entitled to (1) continue
to receive all base salary payable in the then remaining term, paid in
accordance with the Company’s normal payroll and (2) additional payments equal
to base salary during the one year period immediately following the end of
the
then current Term.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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EQUITY MEDIA HOLDINGS CORPORATION
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August
22, 2008
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By:
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/s/ Patrick
Doran
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Patrick
Doran
Chief
Financial Officer
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Exhibit
10.1
Form
of
Employment
Agreement with John Oxendine
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