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: JANUARY 31, 2006
(DATE OF EARLIEST EVENT REPORTED)
21ST CENTURY HOLDING COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-2500111 65-0248866
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
3661 WEST OAKLAND PARK BLVD., SUITE 300
LAUDERDALE LAKES, FL 33311
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 581-9993
NOT APPLICABLE
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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 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 CFT 240.13E-4( C))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Separation and Release Agreement
On January 31, 2006, Mr. Kent M. Linder, the Chief Operating Officer of 21st
Century Holding Company (the "Company"), and the Company entered into a
Separation and Release Agreement (the "Agreement") under which Mr. Linder
resigned from his position as Chief Operating Officer effective as of January
31, 2006, and from all other officer and director positions with the Company and
its subsidiaries. Set forth below is a description of the material terms of the
Agreement.
Severence Payment. Mr. Linder will receive a severance payment of Thirty-Six
Thousand Four Hundred Dollars ($36,400.00), in the aggregate, which is comprised
of seven salary payments in the amount of $5,200.00 each through April 30, 2005.
The payments will be made pursuant to the Company's normal payroll schedule.
In exchange, Mr. Linder has agreed to certain covenants prohibiting competition,
solicitation of employees, non-disparagement and has provided the Company with
customary releases and acknowledgements.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective as of January 31, 2006, Kent M. Linder resigned as 21st Century
Holding Company's (the "Company") Chief Operating Officer. Mr. Linder is
resigning for personal reasons and does not have any disagreements with the
Company. Mr. Linder and the Company entered into a separation and release
agreement.
The Company has not appointed a replacement Chief Operating Officer at
this time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.1 Separation and Release Agreement between 21st Century Holding
Company and Kent M. Linder
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.
21ST CENTURY HOLDING COMPANY
Date: January 31, 2006 By: /s/ JAMES GORDON JENNINGS, III
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Name: James Gordon Jennings, III
Title: Chief Financial Officer
(Principal Accounting and
Financial Officer)
EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT TITLE
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99.1 Separation and Release Agreement between 21st Century Holding
Company and Kent M. Linder