Attached files
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EX-10.2 - SCORES HOLDING CO INC | v193523_ex10-2.htm |
EX-10.3 - SCORES HOLDING CO INC | v193523_ex10-3.htm |
EX-10.4 - SCORES HOLDING CO INC | v193523_ex10-4.htm |
EX-10.1 - SCORES HOLDING CO INC | v193523_ex10-1.htm |
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) August 5, 2010
Scores
Holding Company, Inc.
(Exact
name of registrant as specified in its charter)
Utah
|
000-16665
|
87-0426358
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
533-535 West 27th St., New York,
NY
|
10001
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(212)
868-4900
(Registrant’s
telephone number, including area code)
Not
applicable
(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 1.01
Entry into a Material Definitive Agreement.
On August
5, 2010, we entered into a license agreement (the “License Agreement”) with
Burhill LLC (the “Licensee”) pursuant to which the Licensee will license the
Scores trademarks and create, distribute, advertise and promote programming
content in all forms of media using the Scores trademarks and conducting
business under the name “Scores.” The Licensee has agreed to pay us a
non-refundable royalty equal to five percent (5%) of the revenues of the
Licensee earned in connection with the Licensee’s use of the Scores trademarks,
net of actual local sales taxes paid and including any and all licensing fees
charged to third parties for the use of the programming content owned and/or
distributed by the Licensee. The Licensee is wholly owned by Robert
M. Gans, our President and Chief Executive Officer and owner of Mitchell’s East
LLC, our majority stockholder.
The
foregoing summary description of the License Agreement is qualified in its
entirety by reference to the full text of the License Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
On August
6, 2010, our Board of Directors (the “Board”) adopted our 2010 Equity Incentive
Plan (the “2010 Plan”). The 2010 Plan provides for the issuance of
both non-statutory and incentive stock options and other awards to acquire up to
20,000,000 shares of our common stock.
The
foregoing summary description of the 2010 Plan is qualified in its entirety by
reference to the full text of the 2010 Plan and related form of option agreement
for the 2010 Plan, copies of which are attached as Exhibits 10.2 and 10.3,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
On
August 6, 2010, the Board approved a form of director and officer
indemnification agreement (the “Agreement”) to provide indemnification to the
full extent provided in our Bylaws. The Board approved specific
agreements for all of our directors.
The
foregoing summary description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is attached as
Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August
6, 2010, we appointed Robert M. Gans as our President and Chief Executive
Officer and as a member of our Board.
For the
past forty two years Mr. Gans has owned and operated companies in the
building materials business, as well as gentlemens' clubs, restaurants, and
several commercial and residential real estate properties. Mr. Gans
has either been the President, Managing Member, or sole owner of all of the
companies in which he has been involved. None of the companies was or is a
public company. Mr. Gans is 67 years old.
Mr. Gans
will serve in his capacity as a director until the next annual meeting of our
shareholders or until his successor is duly elected and qualified or his earlier
death, resignation or removal in accordance with our Bylaws.
Robert
Gans and Martin Gans, one of our existing Board members, are
brothers.
Also on
August 6, 2010, we appointed Howard Rosenbluth as our Treasurer and Chief
Financial Officer.
For the
past five years Mr. Rosenbluth has been the Chief Financial Officer / Accountant
for a diverse group of companies which operate wholesale/retail building
material stores, including Metropolitan Lumber, Hardware & Building
Supplies, Inc. which is wholly owned by Robert Gans, gentlemens' clubs, and
commercial and residential real estate properties. Mr. Rosenbluth has
a Master degree in Business Administration. Mr. Rosenbluth is 63
years old.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On August
6, 2010, our majority stockholder, Mitchell’s East LLC, owning 53.8% of our
issued and outstanding capital stock executed a written consent in lieu of a
meeting and approved the 2010 Plan. Robert M. Gans, our President and
Chief Executive Officer and a director, is the sole owner of Mitchell’s East
LLC.
Item
9.01 Financial Statements and Exhibits.
(d)
|
Exhibits.
|
Exhibit | Description | |
|
10.1
|
License
Agreement by and between Scores Holding Company, Inc. and Burhill
LLC.
|
10.2
|
Scores
Holding Company, Inc., 2010 Stock Incentive
Plan.
|
10.3
|
Form
of Option Agreement for the 2010
Plan.
|
10.4
|
Form
of Director and Officer Indemnification
Agreement.
|
SIGNATURES
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.
Scores Holdings Company, Inc. | |||
Dated: August
12, 2010
|
By:
|
/s/ Howard Rosenbluth | |
Name: Howard Rosenbluth | |||
Title: Chief Financial Officer |