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): September 17, 2009 (September 14, 2009)
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-52013
(Commission File Number)
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20-0640002
(IRS Employer
Identification Number) |
5 Penn Plaza (4th Floor), New York, New York 10001
(Address of Principal Executive Offices, Including Zip Code)
(212) 246-6700
(Registrant’s telephone number, including area code)
(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-4c))
Item 8.01 Other Events.
On September14, 2009, the staff of the Securities and Exchange Commission (the “SEC”) advised
Town Sports International Holdings, Inc. (the “Registrant”) that a formal order of private
investigation had been issued with respect to the Registrant. Since May 2008, the Registrant has
been providing documents and testimony on a voluntary basis in response to an informal inquiry by
the staff of the SEC, which primarily relates to the deferral of certain payroll costs incurred in
connection with the sale of memberships in the Registrant’s health and fitness clubs and the time
period utilized by the Registrant for the amortization of (i) such deferred costs into expense and
(ii) initiation fees into revenue. The Registrant intends to continue to cooperate fully with the
staff of the SEC. The Registrant cannot predict the outcome of, or the timeframe for, the
conclusion of this investigation.