Form 8-K MDC PARTNERS INC For: Apr 30

 

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 Earliest Event reported) — May 4, 2015 (April 30, 2015)

 

 

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

Canada (Jurisdiction of Incorporation)	001-13718 (Commission File Number)	98-0364441 (IRS Employer Identification No.)

 

 

 

745 Fifth Avenue, 19^th Floor, New York, NY 10151

 

(Address of principal executive offices and zip code)

(646) 429-1800
(Registrant’s Telephone Number)

---

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 5.02(e).  Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 30, 2015, MDC Partners Inc. (the “Company”), Nadal Management Limited, a corporation in which Miles Nadal is the sole shareholder (“NML”), Nadal Financial Corporation, a corporation in which Miles Nadal is the sole shareholder (“NFC”), and Miles Nadal (the “Nadal”), entered into an Amendment (the “Amendment”) to that certain Amended and Restated Management Services Agreement dated as of May 6, 2013 (the “Services Agreement”). A copy of the Amendment is attached hereto as Exhibit 10.1.

 

Pursuant to the Amendment, the parties agreed to terminate Section 22 of the Services Agreement, and Nadal, NML and NFC agreed to waive their rights to any change in control excise tax gross up provision from the Company.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1

Amendment dated as of April 30, 2015, to the Amendment and Restated Management Services Agreement dated as of May 6, 2013.

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

Date: May 4, 2015		MDC Partners Inc.
		By:		/s/ Mitchell Gendel Mitchell Gendel General Counsel & Corporate Secretary

 

 

 

 

Exhibit 10.1

 

Execution Copy

 

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

 

This Amendment, dated as of April 30, 2015 (this “Amendment”), to that certain AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the “Services Agreement”) dated as of May 6, 2013, by and among MDC PARTNERS INC. (the “Company”), NADAL MANAGEMENT LIMITED, (formerly Stallion Investments Limited) a corporation in which Miles Nadal is the sole shareholder (“NML”), NADAL FINANCIAL CORPORATION, a corporation in which Miles Nadal is the sole shareholder (“NFC”), and MILES NADAL (the “Executive”).

 

WHEREAS, NML, NFC and the Executive provide services to the Company pursuant to the terms and conditions of the Services Agreement;

 

WHEREAS, the parties hereto desire to amend the Services Agreement as set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the parties hereby agree that the Services Agreement shall be amended by the following, effective as of September 1, 2014, and that the Services Agreement, as hereby amended, shall continue in full force and effect as of the date of this Amendment:

 

1. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to such terms in the Services Agreement.

 

2. Section 22 of the Services Agreement (Section 280G Provision) and Exhibit C of the Services Agreement are hereby deleted and deemed to be terminated, effective immediately, and each of NML and the Executive hereby agree to waive any of the rights previously provided by the Company pursuant to such provisions.

 

3. As used herein and in the Services Agreement, the term “Agreement” shall mean the Services Agreement, as from time to time amended (including, without limitation, this Amendment). Except as set forth above, the Services Agreement, as amended herein, shall remain in full force and effect without further modification. This Amendment may be executed in one or more counterparts, and each such counterpart shall be deemed an original instrument, but all such counterparts taken together shall constitute but one agreement.

 

 

 

*        *        *

 

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to the Management Services Agreement as of the day and year first above written.

 

 

MDC Partners Inc.

 

By:  /s/                    

Name:

Title:

 

 

 

Nadal Management Limited

 

By:  /s/                    

Name:

Title:

 

 

 

/s/                    

Miles Nadal

 

 

 

Nadal Financial Corporation

 

 

By:  /s/                    

Name:

Title:

 

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Form 8.5 (EPT/RI) - Accrol Group Holdings Plc
• Defence's AccuTOX Anti-Cancer ARM-002 Vaccine Exhibits Potent Antigen Presentation
• Phoenix Motor Partners with Cennatic for Commercial EV Battery Solutions