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 20, 2010
Local Insight Regatta Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-152302 | 20-8046735 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 188 Inverness Drive West, Suite 800 Englewood, Colorado |
80112 | |
| (Address of principal executive offices) | (Zip code) |
303-867-1600
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
On September 20, 2010, pursuant to the Bylaws of Local Insight Regatta Holdings, Inc. (the “Company”): (i) the size of the Board of Directors (the “Board”) of the Company was increased from five to seven members and (ii) Allan R. Spies and Frederic F. Brace were elected to serve as members of the Board.
Mr. Brace will receive a monthly cash retainer of $16,667 for his service on the Board. On the earlier to occur of: (i) April 1, 2011 and (ii) the completion of any restructuring of the Company’s capital structure, Mr. Brace’s compensation arrangement will be reviewed.
Mr. Spies has served as a director and a member of the Audit Committee of Local Insight Media Holdings, Inc., the indirect parent of the Company (“LIMH”), since September 2008. Mr. Spies will receive a monthly cash retainer of $13,333 for his service on the Board and the LIMH Board of Directors. In addition, Mr. Spies will receive a monthly cash retainer of $6,667 for his service on the LIMH Audit Committee. On the earlier to occur of: (i) April 1, 2011 and (ii) the completion of any restructuring of the capital structure of LIMH or any of its subsidiaries, Mr. Spies’ compensation arrangement will be reviewed.
In September 2008, Mr. Spies was granted options under the LIMH 2008 Stock Option Plan (the “Option Plan”). Pursuant to the Option Plan, eligible employees and directors of and consultants to LIMH and its direct and indirect subsidiaries (including the Company) may be granted options to purchase shares of common stock of LIMH. The LIMH Compensation Committee is responsible for administering the Option Plan and has authority to approve the terms of all grants of equity compensation under the Option Plan.
The following table sets forth, for Mr. Spies, information concerning unexercised options to purchase shares of common stock of LIMH as of the date hereof. All such options were awarded under the Option Plan.
| Option Awards | |||||||||
| Name |
Number of
Securities Underlying Unexercised Options - Exercisable |
Number of Securities Underlying Unexercised Options - Unexercisable |
Option Exercise Price |
Option Expiration Date | |||||
| Allan R. Spies |
166.67 | 83.33 | $ | 1,342.31 | September 17, 2018 | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Local Insight Regatta Holdings, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 24, 2010
| LOCAL INSIGHT REGATTA | ||
| HOLDINGS, INC. | ||
| By: | /s/ JOHN S. FISCHER | |
| Name: John S. Fischer | ||
| Title: General Counsel and Secretary | ||