Item
1.01. Entry into a Material
Definitive Agreement.
Entry
into Amendment to Acquisition Agreement
On February 13, 2009, the Registrant
entered into a letter agreement (the “Amendment”) amending that certain
agreement, dated as of August 25, 2008 (the “Acquisition Agreement”), by and
among the Registrant, Wilhelmina Acquisition Corp., a New York corporation and
wholly owned subsidiary of the Registrant (“Wilhelmina Acquisition”), Dieter
Esch (“Esch”), Lorex Investments AG, a Swiss corporation, Brad Krassner,
Krassner Family Investments Limited Partnership, a Nevada limited partnership
(“Krassner L.P.”), Wilhelmina International Ltd., a New York corporation
(“Wilhelmina International”), Wilhelmina – Miami, Inc., a Florida corporation
(“Wilhelmina Miami”), Wilhelmina Artist Management LLC, a New York limited
liability company (“WAM”), Wilhelmina Licensing LLC, a Delaware limited
liability company (“Wilhelmina Licensing”), Wilhelmina Film & TV Productions
LLC, a New York limited liability company (“Wilhelmina TV”, and together with
Wilhelmina International, Wilhelmina Miami, WAM and Wilhelmina Licensing, the
“Wilhelmina Companies”), Sean Patterson and the shareholders of Wilhelmina
Miami.
The Acquisition Agreement, as amended
by the Amendment, closed on February 13, 2009, as discussed in further detail in
Item 2.01. The Amendment, among other things, amended certain
provisions governing how the earnout payments by the Registrant to acquire WAM
and Wilhelmina Miami are calculated in order to include the performance of WAM
and Wilhelmina Miami between January 1, 2009 and February 13, 2009.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, which is attached as Exhibit 10.1
hereto. The terms of the Acquisition Agreement were previously
reported in the Registrant’s Current Report on Form 8-K, originally filed with
the Securities and Exchange Commission on August 26, 2008.
Entry
into Esch Letter Agreement
On February 13, 2009, in order to
facilitate the closing of the Acquisition Agreement, the Registrant entered into
that certain letter agreement with Esch (the “Letter Agreement”), pursuant to
which Esch agreed that $1.75 million of the cash proceeds to be paid to him at
the closing of the Acquisition Agreement would instead be held in
escrow. All or a portion of such amount held in escrow will be used
to satisfy Wilhelmina International’s indebtedness to Signature Bank in
connection with its credit facility with Signature Bank upon the occurrence of
specified events including, but not limited to, written notification by
Signature Bank to Wilhelmina International of the termination or acceleration of
the credit facility. Any amount remaining will be released to Esch
upon the replacement or extension of Wilhelmina International’s credit facility
with Signature Bank, subject to certain requirements set forth in the Letter
Agreement.
In the event any portion of the
proceeds is paid from escrow to Signature Bank, the Registrant will promptly
issue to Esch, in replacement thereof, a promissory note in the principal amount
of the amount paid to Signature Bank.
The Letter Agreement will terminate
upon the release and payment to Esch and/or to Signature Bank of the full amount
held in escrow pursuant to the Letter Agreement.
The foregoing description of the Letter
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Letter Agreement, which is attached as Exhibit 10.2
hereto.
Entry
into Registration Rights Agreement
On February 13, 2009, concurrently with
the closing of the Acquisition Agreement, the Registrant entered into a
registration rights agreement (the “Registration Rights Agreement”) with
Newcastle Partners, L.P., a Texas limited partnership (“Newcastle”), pursuant to
which Newcastle was granted certain demand and piggyback registration rights
with respect to the shares of the Registrant’s common stock, par value $0.01 per
share (the “Common Stock”), it holds. The Registration Rights
Agreement contains certain indemnification provisions for the benefit of the
Registrant and Newcastle, as well as certain other customary
provisions. The Registrant entered into the Registration Rights
Agreement in satisfaction of a closing condition under the Equity Financing
Agreement (defined below). The information set forth in Item 2.01
with respect to the Equity Financing Agreement is incorporated by reference into
this Item 1.01.
The foregoing description of the
Registration Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Registration Rights
Agreement, which is attached as Exhibit 10.3
hereto.
Item
2.01. Completion of
Acquisition or Disposition of Assets.
Completion
of Acquisition of Wilhelmina Companies
On
February 13, 2009, the Registrant completed its acquisition of the Wilhelmina
Companies pursuant to the Acquisition Agreement (the
“Acquisition”).
Pursuant
to the Acquisition Agreement, (i) Wilhelmina Acquisition merged with and into
Wilhelmina International in a stock-for-stock transaction, resulting in
Wilhelmina International becoming a wholly owned subsidiary of the Registrant
(effective February 17, 2009) and (ii) the Registrant purchased the outstanding
equity interests of the other Wilhelmina Companies for cash.
The
aggregate purchase price paid was approximately $30,000,000 (the “Purchase
Price”) in connection with the Acquisition, of which $24,000,000 was paid for
the outstanding equity interests of the Wilhelmina Companies and $6,000,000 in
cash was paid to repay the outstanding balance of a note held by Krassner
L.P. The Purchase Price includes $15,000,000 of Common Stock of the
Registrant, valued at $0.239 per share of Common Stock (representing the book
value of the Common Stock of $0.247 per share as of July 31, 2008 as agreed by
the parties to the Acquisition Agreement, subject to adjustment to reflect
certain transaction expenses incurred by the Registrant) that was issued in
connection with the merger of Wilhelmina Acquisition with and into Wilhelmina
International. The remaining $9,000,000 of cash was paid to acquire
the equity interests of the other Wilhelmina Companies.
The
Purchase Price is subject to certain post-closing adjustments, which may be
effected against a total of $4,600,000 of Common Stock that is held in escrow
pursuant to the Acquisition Agreement. The shares of Common Stock
held in escrow may be repurchased by the Registrant for a nominal amount
depending on the calculation of the final price, subject to certain adjustments
and other offsets.
The terms
of the Acquisition Agreement and the issuance of Common Stock pursuant to the
Acquisition Agreement were previously reported in the Registrant’s Current
Report on Form 8-K, originally filed with the Securities and Exchange Commission
on August 26, 2008.
As a
result of the completion of the Acquisition, the Board of Directors of the
Registrant is currently composed of Mark E. Schwarz, Jonathan Bren, James
Risher, John Murray, Evan Stone, Dr. Hans-Joachim Bohlk and Derek Fromm, each of
whom will serve until the 2010 annual meeting of stockholders and until his
successor is duly elected and qualifies.
Completion
of Financing
On
February 13, 2009, concurrently with the closing of the Acquisition and for the
purpose of obtaining financing to complete the Acquisition, the Registrant
completed the sale of 12,145,749 shares of Common Stock to Newcastle (the
“Financing”) pursuant to that certain purchase agreement (the “Equity Financing
Agreement”), dated as of August 25, 2008, by and between the Registrant and
Newcastle. The aggregate purchase price paid was approximately
$3,000,000, representing a per share price slightly higher than the per share
price applicable to the Common Stock issued pursuant to the Acquisition
Agreement.
Prior to
the completion of the Acquisition and the Financing, Newcastle owned 19,380,768
shares of Common Stock, representing approximately 36% of the then outstanding
Common Stock. As a result of the completion of the Acquisition and
the Financing, Newcastle now owns 31,526,517 shares of Common Stock,
representing approximately 24% of the Common Stock outstanding (based on
129,440,752 shares of Common Stock outstanding as of the date
hereof). In addition, under the Equity Financing Agreement, Newcastle
committed to purchase, at the Registrant’s election at any time or times prior
to six months following the closing of the Acquisition, up to an additional
$2,000,000 of Common Stock on the same terms.
On
February 13, 2009, concurrently with the closing of the Acquisition, the
Registrant entered into the Registration Rights Agreement. The
information set forth in Item 1.01 with respect to the Registration Rights
Agreement is incorporated by reference into this Item 2.01.
The terms
of the Equity Financing Agreement and the issuance of Common Stock pursuant to
the Equity Financing Agreement were previously reported in the Registrant’s
Current Report on Form 8-K, originally filed with the Securities and Exchange
Commission on August 26, 2008.
Item
8.01. Other
Events.
On
February 13, 2009, the Registrant filed a press release announcing the
completion of the Acquisition and the change of the Registrant’s name from “New
Century Equity Holdings Corp.” to “Wilhelmina International, Inc.” A
copy of the press release is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
On
February 18, 2009, the Registrant filed a press release announcing that the
ticker symbol for the Common Stock will change from “NCEH” to “WHLM” effective
at the start of trading on February 19, 2009. A copy of the press
release is attached as Exhibit 99.2 hereto
and incorporated herein by reference.
Item
9.01. Financial Statements
and Exhibits.
(a) Financial Statements of Businesses
Acquired. To be filed by amendment. Pursuant to
Item 9.01 of Form 8-K, the Registrant hereby undertakes to file financial
statements in response to this item in an amendment to the Current Report on
Form 8-K not later than 71 calendar days after the date that this Form 8-K must
be filed.
(b) Pro Forma Financial
Information. To be filed by amendment. Pursuant to
Item 9.01 of Form 8-K, the Registrant hereby undertakes to file pro forma
financial information in response to this item in an amendment to the Current
Report on Form 8-K not later than 71 calendar days after the date that this Form
8-K must be filed.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Letter
Agreement, dated February 13, 2009, by and among New Century Equity
Holdings Corp., Wilhelmina Acquisition Corp., Wilhelmina International
Ltd., Wilhelmina – Miami, Inc., Wilhelmina Artist Management LLC,
Wilhelmina Licensing LLC, Wilhelmina Film & TV Productions LLC, Dieter
Esch, Lorex Investments AG, Brad Krassner, Krassner Family Investments
Limited Partnership, Sean Patterson and the shareholders of Wilhelmina –
Miami, Inc.
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10.2
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Letter
Agreement, dated February 13, 2009, by and between New Century Equity
Holdings Corp. and Dieter Esch.
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10.3
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Registration
Rights Agreement, dated February 13, 2009, by and between New Century
Equity Holdings Corp. and Newcastle Partners, L.P.
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99.1
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Press
Release dated February 13, 2009.
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99.2
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Press
Release dated February 18,
2009.
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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.
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Date: February
18, 2009
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WILHELMINA
INTERNATIONAL, INC.
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By:
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/s/
John
Murray |
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Name:
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John
Murray
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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| |
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10.1
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Letter
Agreement, dated February 13, 2009, by and among New Century Equity
Holdings Corp., Wilhelmina Acquisition Corp., Wilhelmina International
Ltd., Wilhelmina – Miami, Inc., Wilhelmina Artist Management LLC,
Wilhelmina Licensing LLC, Wilhelmina Film & TV Productions LLC, Dieter
Esch, Lorex Investments AG, Brad Krassner, Krassner Family Investments
Limited Partnership, Sean Patterson and the shareholders of Wilhelmina –
Miami, Inc.
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| |
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10.2
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Letter
Agreement, dated February 13, 2009, by and between New Century Equity
Holdings Corp. and Dieter Esch.
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10.3
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Registration
Rights Agreement, dated February 13, 2009, by and between New Century
Equity Holdings Corp. and Newcastle Partners, L.P.
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99.1
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Press
Release dated February 13, 2009.
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99.2
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Press
Release dated February 18,
2009.
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