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) October 3, 2006
ALLIANCE DISTRIBUTORS HOLDING INC.
(Exact name of Registrant as Specified in Charter)
(State of other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
Delaware 000-32319 33-0851302
1160 Commerce Avenue
Bronx, New York
(Address of Principal Executive Offices)
10462
(Zip Code)
Registrant's Telephone Number, Including Area Code: 718-536-2248
N/A
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(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 to the registrant under any of the
following provisions:
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 3, 2006, the Company appointed Stephen Agress as its Executive
Vice President and Chief Financial Officer under a two- year employment
agreement ("Agreement") signed by the Company on that date. The Agreement
provides for annual base compensation of $210,000 per annum. The Agreement also
provides for insurance and other fringe benefits, and contains confidentiality
and non-compete and non-interference provisions. The Company may terminate the
Mr. Agress' employment under the agreement without Cause (as defined) at any
time, provided that, in such case, the Company will, as severance, continue to
pay to Mr. Agress an amount equal to his then base salary in normal payroll
installments, subject to withholding, for six months or if less until September
30, 2008. In addition, the Company will pay Mr. Agress' cost of COBRA for the
period during which severance is payable as aforesaid.
The Company by separate letter granted to Mr. Agress an option effective
on October 3, 2006 to purchase 100,000 shares of the Company's common stock
under the Company's stock option plan at an exercise price of $0.18 per share.
The option has a 10 year term, and vests in 12 equal installments on the last
day of each of the 12 calendar quarters beginning with the calendar quarter that
begins on October 1, 2006, but only so long as Mr. Agress is employed by the
Company on the last day of such calendar quarter.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Reference is made to Item 1.01 describing Mr. Agress' appointment as
Executive Vice President and Chief Financial Officer of the Company.
Stephen Agress was the Vice President - Finance and Chief Accounting
Officer of Innodata Isogen, Inc. ("Innodata") from March 1998 to September 30,
2006, and served as its principal financial officer from May 2001 to December
2005. He served as Innodata's Corporate Controller from August 1995 until May
2001. Mr. Agress is a certified public accountant and was a senior audit manager
in the TRADE Retail & Distribution Services Group at Deloitte & Touche LLP prior
to his joining Innodata in 1995.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
10.01 Form of Employment Agreement, filed herewith
10.02 Alliance Distributors Holding Inc. 2004 Stock Plan.
Incorporated herein by reference from Exhibit
3.3 to the Company's Form 8-K filed on
November 23, 2004.
10.03 Form of Stock Option Agreement, filed herewith
99.01 Press Release dated October 5, 2006, filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 5, 2006
ALLIANCE DISTRIBUTORS HOLDING INC.
By: /s/ Jay Gelman
-----------------------------
Name: Jay Gelman
Title: Chairman of the Board
EXHIBIT INDEX
Exhibit No. Description
10.01 Form of Employment Agreement, filed herewith
10.02 Alliance Distributors Holding Inc. 2004 Stock Plan.
Incorporated herein by reference from Exhibit 3.3 to
the Company's Form 8-K filed on November 23, 2004.
10.03 Form of Stock Option Agreement, filed herewith
99.01 Press Release dated October 5, 2006, filed herewith