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
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Date
of Report (date of earliest event reported)
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February
15, 2010
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AMBASSADORS
INTERNATIONAL, INC.
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(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)
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Delaware
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0-26420
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91-1688605
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer ID Number)
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2101
4th Avenue, Suite 210
Seattle,
Washington
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98121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
Telephone Number, including area code:
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(206)
292-9606
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Not
Applicable
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On
February 15, 2010, John G. Bianco III resigned as a member of the board of
directors (the “Board”) of Ambassadors International, Inc. (the “Company”) due
to family reasons. The Company understands that Mr. Bianco’s decision
to resign was not a result of any disagreement with the Company or its
management.
At a
meeting of the Board of Directors held on February 18, 2010, the Board appointed
Timothy J. Bernlohr to fill the vacancy created by Mr. Bianco’s
resignation. Mr. Bernlohr will serve as a Class III director of the
Company. Mr. Bernlohr was appointed to serve as the chairman of the
Compensation Committee and a member of the Audit Committee of the
Board.
Mr.
Bernlohr is the founder and managing member of TJB Management Consulting, LLC,
which specializes in providing project specific consulting services to
businesses in transformation, including restructurings, interim executive
management and strategic planning services. He founded the consultancy in 2005.
Mr. Bernlohr is the former President and Chief Executive Officer of RBX
Industries, Inc., which is a nationally recognized leader in the design,
manufacture and marketing of rubber and plastic materials to the automotive,
construction and industrial markets. Prior to joining RBX in 1997, Mr. Bernlohr
spent 16 years in the International and Industry Products division of Armstrong
World Industries, where he served in a variety of management
positions. Mr. Bernlohr is also chairman of the board of directors of
The Manischewitz Company and a director of Atlas Air Worldwide Holdings, Inc,
Nybron Flooring International, Trident Resources Corporation, Bally Total
Fitness Corporation, Hayes Lemmerz Inc. and Hilite International. Mr.
Bernlohr is a graduate of The Pennsylvania State University.
The Board
has determined that Mr. Bernlohr is independent under the rules of the Nasdaq
Global Market and the Securities and Exchange Commission. There are
no arrangements or understandings known to the Company between Mr. Bernlohr and
any other person pursuant to which he was selected as a
director. There are no related party transactions between the Company
and Mr. Bernlohr.
Mr.
Bernlohr was also given a one-time grant of 53,535 restricted shares of the
Company’s common stock, pursuant to the Company’s 2005 Incentive Award Plan, as
amended and restated (the “Plan”). The restricted shares will vest in
three equal installments on the first, second and third anniversaries of the
grant date, February 18, 2010, subject to Mr. Bernlohr’s continued service as an
independent director with the Company and the terms of the Plan and the grant
award agreement. Notwithstanding the foregoing, all unvested
restricted shares will vest upon a change of control of the Company, as defined
in the Plan. The Board will make an appropriate adjustment to the
number of restricted shares granted to adjust for the dilutive effect of any
common stock issuance in connection with any exchange of the Company’s
outstanding 3.75% Convertible Notes due 2027 (the “Convertible Notes”) for
shares of the Company’s common stock or shares of the Company’s common stock and
the Company’s 10% Senior Secured Notes due 2012 (“New Notes”), including if
there is any issuance of common stock to holders of New Notes pursuant to the
“most favored nation” provision of the indenture for the New Notes which
requires such an issuance if the value of the consideration per $1,000 principal
amount of Convertible Notes in any such exchange is greater than the value per
$1,000 principal amount of Convertible Notes of the shares and New Notes
received in the Company’s exchange offer completed in the fourth quarter of 2009
(measured at the time of any such exchange).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: February
19, 2010
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AMBASSADORS
INTERNATIONAL, INC.
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By:
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/s/ Mark Detillion |
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Name:
Mark Detillion
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Title:
Chief Financial Officer
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