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
October
31, 2014
Date
of Report (Date of earliest event reported)
American Spectrum Realty, Inc.
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(Exact name of registrant as
specified in its charter)
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Maryland
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001-16785
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52-2258674
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(State or Other
Jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification
No.)
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2401 Fountain View, Suite 750, Houston, Texas 77057
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(Address
of principal executive offices)
(Zip Code)
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(713) 706-6200
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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 Instructions 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))
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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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Effective October 31, 2014, American Spectrum Realty, Inc. (the
“Company”) appointed Quentin Thompson, age 58, as the Company’s new
Chief Financial Officer. Mr. Thompson was previously serving as the
Company's interim Chief Accounting Officer since July 28, 2014. Mr.
Thompson has over 20 years experience as chief financial officer and
vice president of finance for privately held and publicly traded real
estate companies. His real estate experience includes acquisition,
disposition, development, and asset management, involving single and
multifamily residential, retail, commercial, industrial properties as
well as land development and construction of single family homes. He
recently served as Chief Financial Officer for Airports Worldwide, an
airport operator and investor affiliated with the Houston Airports
having airport investments and management operations in the United
States, Western Europe and Central America. Prior to that, he worked as
a subcontractor for Colliers International in their government solutions
group which was involved in the management, operations and disposition
of real estate assets in 33 states for the Dallas office of the
FDIC. Mr. Thompson obtained his CPA license in California while working
for Deloitte. His license is currently inactive.
In connection with his appointment, the Company and Mr. Thompson entered
into an employment agreement that provides for a base salary of $265,000
per year. Mr. Thompson will receive a stock option grant exercisable
for not less than 200,000 shares of the Company’s common stock. If Mr.
Thompson’s employment with the Company is terminated by the Company
without “cause” (as defined in the employment agreement), Mr. Thompson
will be entitled to receive, subject to his execution of a release of
claims, a continuation of his then base salary for a period of three
months.
The foregoing description of the employment agreement is a summary and
is qualified in its entirety by the full text of the employment
agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference into this Item 5.02.
Item 9.01. Exhibits and Financial Statements.
(a) Exhibits.
Exhibits Description
10.1 Employment Agreement between American Spectrum Realty, Inc.
and Quentin Thompson dated July 25, 2014.
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.
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AMERICAN SPECTRUM REALTY, INC.
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By:
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/s/ William J. Carden
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Name:
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William J. Carden
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Title:
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Chairman of the Board, President
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and Chief Executive Officer
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Date:
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November 4, 2014
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July 25, 2014
Mr. Quentin Thompson
Dear Quentin:
We are pleased to offer you employment as
Chief Accounting Officer for American Spectrum Realty, Inc. (“the
Company”). The terms of your employment are listed below:
Title: Initially your title will be Chief
Accounting Officer ; however, upon the filing of the company’s annual
report on form 10-K your title shall be changed to Chief Financial
Officer. The Company anticipates that your title for purposes of filing
the Company’s annual report on form 10-K will be as Chief Financial
Officer.
Duties: This position will be responsible
for the financial reporting, accounting policies and you will play a
major role in shaping the direction of the Company together with the CEO
and the Company’s Board of Directors.
Travel: It is anticipated that you will be
required to travel as part of your duties.
Schedule: This is a full-time exempt
position. Office hours are Monday-Friday, 8:00a.m. to 5:00p.m. However,
you will be expected to routinely work extended hours and/or weekends to
meet deadlines, or address the special needs of the Company.
Reporting Structure: This position will
report to William J. Carden, Chief
Executive Officer
Base Salary: Your initial starting salary
will be $200,000 per year, paid semi-monthly; however, upon the filing
of the company’s annual report on form 10-K and the departure of all
consultants currently employed by the Company through Resources
Connection, Inc. (aka Resources Global Professionals), your initial
starting salary shall be increased to a Base Salary equal to $265,000
per year and you shall receive a one-time salary adjustment to
increase your annualized first year Base Salary to $265,000 retroactive
to your actual start date.
Signing Bonus: You will be eligible for a
$50,000 Signing Bonus which will be payable 50% following the filing of
the company’s annual report on form 10-K for 2013 provided however that
such annual report is filed on or before August 22, 2014 and 50% when
all consultants currently employed by the Company through Resources
Connection, Inc. (aka Resources Global Professionals) are terminated
provided however that such consultants must have been terminated on or
before October 7, 2014. The Signing Bonus, if any, shall be in addition
to any retroactive increase in your Base Salary referred to above.
Annual Bonus Opportunity: The Company does
not currently have an annual bonus program and you have been advised
that no such program is currently anticipated. In the event that the
Company subsequently establishes a short term bonus incentive program,
the bonus available to you shall be similar in structure to the overall
compensation package for all C-level executives (the “Executive Team”)
of the company. The terms of any such annual bonus opportunity shall be
at least as remunerative as the most advantageous terms offered to any
member of the Executive Team.
Participation in the Company’s Equity
Incentive Plan: In conjunction with your employment you shall receive
equity options for the right to purchase not less than 200,000 shares of
the company’s common stock pursuant to the Company’s stock incentive
program. The option exercise price for all 200,000 stock options will
be equal to the closing bid price for the company’s stock on the fifth
trading day following the resumption of trading in the Company’s common
stock. Such options shall vest 50,000 on the close of business on the
fifth trading day following the resumption of trading in the Company’s
common stock and not less than 30,000 each year on the anniversary of
your employment until such time as all 200,000 options are fully vested.
Benefits Package: Company shall provide
the following benefits to you at no cost to you: Company-paid medical,
vision, and dental insurance for you and your qualified family members;
Company recognized US national holidays and paid time off (PTO); four
(4) weeks annual vacation paid at your base salary; Company furnished
computer, cell phone, and other approved business related equipment;
participation in the Company’s retirement savings program and other
Company approved benefits. The Company will also pay for all
professional association memberships related to your work including
continuing education necessary for you to maintain your professional
licenses and certifications, including any related travel, lodging and
meals necessary or incidental to such education.
Start Date: On or about Monday, July 28,
2014.
Termination: Not withstanding any other
understanding to the contrary, your employment may only be terminated in
the following ways:
1. For-Cause Termination: Your engagement
is terminable by the Company for good and sufficient cause which shall
consist only of your habitual neglect of your duties, willful refusal to
follow reasonable directions from the Chief Executive Officer,
commission of a material act of dishonesty relating to the Company,
commission of a material breach by you of your duty of loyalty to the
Company, conviction of a felony which likely will have a material
adverse effect on the reputation of the Company, the commission on more
than one occasion of a willful or grossly negligent act or omission
which has a material adverse effect on the Company, or the commission of
a material breach by you of this Agreement.
The Company will provide you with written
notice describing with reasonable particularity any deficiency or
conduct that could support for-cause termination at least 30 days prior
to making any decision to terminate your employment. You shall have a
reasonable opportunity to cure or abate any deficiency or conduct
identified in the notice and will not be terminated unless you fail to
cure or abate the deficiency or conduct identified in the notice.
2. Resignation, Death or Incapacity: Your
engagement shall terminate upon your resignation, death or permanent
mental or physical incapacity. Permanent incapacity shall be deemed to
have occurred if you have been unable to perform substantially all of
your duties as described above under “Duties” on a substantially full
time basis by reason of a mental or physical condition for a period of
ninety (90) days despite reasonable accommodation by the Company for any
disability.
Nothing in this paragraph shall waive any
of your rights or any of the Company’s responsibilities under applicable
state or federal laws.
3. Termination Without Cause: Your
engagement shall terminate at the election of the Chief Executive
Officer at any time without cause.
Payments Upon Termination: The following
amounts are payable upon termination of your engagement, as applicable:
1. In the event of termination for any
reason, base compensation at the then existing rate shall be prorated
and paid through the effective termination date along with any accrued
and untaken vacation (subject to the Company’s “use it or lose it”
provisions. In addition, if the Company awards a bonus to Executive
Team Members for any period during which you were employed, you shall be
entitled to a pro-rated share of the bonuses that you would have
received had you been employed for the entire period. For example, if
you would have received a bonus equal to 50% of your base compensation
for a given year and you are terminated after working half of that year,
you will be entitled to payment of 25% of your annual base
compensation. Bonus payments will be due at the earliest date that a
bonus payment is made to any member of the Executive Team for that
period.
2. If termination occurs without good and
sufficient cause or if you resign for “good reason,” as defined below,
you will continue to receive for a period of three (3) months after the
effective termination date the base compensation under this Agreement at
the rate applicable at the time of termination including all benefits
identified above. In addition to the benefits and base salary, you will
be entitled to retain all vested options plus the options that would
have vested on your next employment anniversary with the Company
assuming that your employment had not been terminated. Said
compensation, benefits and options shall be in addition to the payments
described in subsection (1) above. As used herein, the term “good
reason” means that the Company is in breach of its obligations under
this Agreement and such breach remains uncured for a period of ten (10)
days after receipt of written notice of breach from you.
As a condition to receiving the applicable
payments under subsection (2) above, you must execute and deliver to the
Company a general release of claims against the Company other than
claims to the payments called for by this Agreement and any worker’s
compensation claims. Such release shall be in form and content
reasonably satisfactory to you and the Company.
Dispute Resolution. Any dispute regarding
this agreement will be resolved by binding arbitration with the American
Arbitration Association (“AAA”) pursuant to the AAA employment
arbitration rules. Interpretation and enforcement of this agreement will
be based on the laws of the state in which it is executed by you. The
venue for arbitration will be Houston, Texas. You shall bear costs of
arbitration up to the cost of filing for a civil complaint in Houston,
Texas. All other costs of arbitration will be paid by the Company.
Quentin, please indicate your approval of
this offer by signing below and returning a copy of this letter to me no
later than July __, 2014. We are extremely confident that you will find
your time with American Spectrum Realty to be rewarding both
professionally and personally.
Sincerely,
American
Spectrum Realty, Inc.
William J. Carden, CEO & President
Accepted:
__________________________________ _________________________
Quentin
Thompson Date
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