UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2010
RHI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-34102
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36-4614616
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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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1325 Avenue of Americas, 21st Floor, New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(212) 977-9001
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
RHI Entertainment, Inc.(the Company) is filing this Amendment No. 1 (the Amendment) to the
Companys Current Report on Form 8-K filed on February 16, 2010 (the Report) solely to correct
the information provided in Item 5.02 of the Report. In the original Report, the number of
restricted stock units (RSUs) forfeited by Robert A. Halmi and Jeff Sagansky was incorrectly
stated. The number of forfeited RSUs provided in the Report did not include those RSUs that are
subject to the Companys stock price achieving target levels. This Amendment sets forth the
accurate number of RSUs forfeited by Robert A. Halmi and Jeff Sagansky. All other items in the
original Report remain unchanged.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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As previously reported, on February 9, 2010, the President & Chief Executive Officer, Robert
A. Halmi, Jr., and Chairman of the Board, Jeff Sagansky, entered into surrender agreements with the
Company (the Agreements) whereby Mr. Halmi and Mr. Sagansky irrevocably surrendered, cancelled
and forfeited 16,666 and 38,888 RSUs, respectively.
On February 9, 2010, Mr. Halmi and Mr. Sagansky also irrevocably surrendered, cancelled and
forfeited an additional 33,334 and 77,778 RSUs, respectively, that were not transferable unless and
until the Companys share price achieved certain target levels set forth in the Restricted Stock
Unit Award Grant Notice and Restricted Stock Unit Award Agreement (the Award Notice), the form of
which was filed on February 9, 2009, as Exhibit 10.2 to the Companys Current Report on Form 8-K.
Subject to Mr. Halmis and Mr. Saganskys continued employment with the Company, Mr. Halmis
and Mr. Saganskys remaining RSUs will vest on February 9, 2011 (50% of the remaining RSUs) and
February 9, 2012 (50% of the remaining RSUs). The RSUs that vest on these future dates have not
been surrendered, cancelled nor forfeited and are not subject to the Agreements. The RSUs were
awarded pursuant to the Amended & Restated RHI Entertainment, Inc. 2008 Incentive Award Plan (the
Plan), filed on April 15, 2009 as Appendix A to the Companys Definitive Proxy Statement and the
Award Notice, each of which qualify the foregoing description of the RSUs in its entirety.
The number of shares of Company common stock subject to the RSUs granted to Mr. Halmi and Mr.
Sagansky on February 9, 2009 that (a) were surrendered pursuant to the Agreements (including those
RSUs subject to the share price target levels) and (b) remain outstanding as of the date hereof is
set forth in an updated chart as follows:
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Total # of RSUs
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Total # of RSUs That
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Name
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Surrendered
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Remain Outstanding
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Robert A. Halmi, Jr.
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50,000
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100,000
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Jeff Sagansky
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116,667
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233,333
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