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 of earliest event reported): November 4, 2008 (November 3, 2008)
Town Sports International Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
000-52013
|
|
20-0640002 |
| (State or other Jurisdiction
|
|
(Commission File Number)
|
|
(I.R.S. Employer |
| of Incorporation)
|
|
|
|
Identification No.) |
| |
|
|
| 5 Penn Plaza (4th Floor), New York, New York
|
|
10001 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 246-6700
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(b) On November 3, 2008, Robert Giardina, a Director of Town Sports International Holdings,
Inc. (the “Company”), informed the Company of his decision to resign from the Board of Directors
effective immediately. Mr. Giardina has not advised the Company of any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices. Pursuant to a
Letter Agreement between the Company and Mr. Giardina, dated October 4, 2007 (the “Letter
Agreement”), Mr. Giardina will continue to provide consulting services for the Company through
March 31, 2009. For a description of the Letter Agreement, see the Current Report on Form 8-K
filed by the Company on October 4, 2007. The Letter Agreement is filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, filed
with the Securities and Exchange Commission on November 1, 2007.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
|
|
|
|
|
| |
|
TOWN SPORTS INTERNATIONAL |
|
|
| |
|
HOLDINGS, INC. |
|
|
| |
|
(Registrant) |
|
|
|
|
|
|
|
|
|
Date: November 4, 2008
|
|
By:
|
|
/s/ Daniel Gallagher
Daniel Gallagher
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
3