UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange At of 1934
Date of report (Date of earliest event reported):
April 5, 2006
NORTH ATLANTIC HOLDING COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-115587 20-0709285
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(Commission File Number) (IRS Employer Identification No.)
3029 West Muhammad Ali Boulevard
Louisville, Kentucky 40212
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(Address of Principal Executive Offices) (Zip Code)
(502) 778-4421
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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.
(a)
On April 5, 2006, the Boards of Directors (the "Boards") of North
Atlantic Holding Company, Inc. (the "Company") and North Atlantic Trading
Company, Inc. ("NATC"), the Company's direct, wholly-owned subsidiary, approved
bonuses for fiscal year 2005 for certain employees of the Company, including
certain executive officers, and authorized the Company to pay each such
individual his or her respective 2005 bonus amount. Bonuses were approved for
Brian C. Harriss, the Company's Chief Financial Officer, in the amount of
$118,125; Lawrence S. Wexler, the Company's Chief Operating Officer, in the
amount of $166,979; James W. Dobbins, the Company's Senior Vice President,
General Counsel and Secretary, in the amount of $56,000; and James M. Murray,
the Company's Senior Vice President - Market Planning & Strategy, in the amount
of $40,000.
On April 5, 2006, the Boards also approved salary increases for each
of Messrs. Harriss, Wexler and Dobbins in the amount of 2.5% of their respective
existing salaries, to be paid retroactively effective April 1, 2006.
On April 11, 2006, NATC and Mr. Dobbins entered into an amendment
(the "Amendment") to the Employment Agreement between NATC and Mr. Dobbins,
dated November 21, 2002 (the "Employment Agreement"). The Amendment provides for
the deletion from the Employment Agreement of Mr. Dobbins's rights to certain
perquisites and, in return, an increase in Mr. Dobbins's annual salary in the
amount of $3,547.50.
On April 5, 2006, NATC entered into a letter agreement (the "Letter
Agreement") with one of its directors, Jack Africk, in his capacity as a
consultant with Evolution Partners. The Letter Agreement provides for Mr. Africk
to represent, as a consultant, certain of NATC's subsidiaries with respect to
their relationship with, and sales activity to, the McLane Company. Pursuant to
the Letter Agreement, Mr. Africk's compensation will be determined as a
percentage of the subsidiaries' Net Sales, as defined in the Letter Agreement,
achieved over targets set according to certain product categories.
The foregoing summary of certain terms of the Amendment and the
Letter Agreement is qualified in its entirety by reference to the full text of
the Amendment, which is attached hereto as Exhibit 10.1, and the Letter
Agreement, which is attached hereto as Exhibit 10.2, each of which is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Amendment, dated April 11, 2006, to the Employment Agreement
dated as of November 21, 2002, between North Atlantic
Trading Company, Inc. and James W. Dobbins.
10.2 Letter Agreement, dated April 5, 2006, between North
Atlantic Trading Company, Inc. and Jack Africk.
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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.
NORTH ATLANTIC HOLDING COMPANY, INC.
By: /s/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Senior Vice President and Chief
Financial Officer
Date: April 11, 2006
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EXHIBIT INDEX
No. Description
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10.1 Amendment, dated April 11, 2006, to the Employment Agreement
dated as of November 21, 2002, between North Atlantic
Trading Company, Inc. and James W. Dobbins.
10.2 Letter Agreement, dated April 5, 2006, between North
Atlantic Trading Company, Inc. and Jack Africk.
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