8K_A - 1162014_Martin No Longer Employee Amendment

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  DC 20549

 

 

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 3, 2014

 

 

CRIMSON WINE GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Delaware

 

000-54866

 

13-3607383

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

2700 Napa Valley Corporate Drive, Suite B, Napa, California

94558

 

 

(Address of Principal Executive Offices)

(Zip Code)

 

 

 

 

 

(800) 486-0503

 

 

(Registrant’s telephone number, including area code)

 

 

 

 

 

5901 Silverado Trail, Napa, California

 

 

(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:

 

☐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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Pursuant to a Form 8-K filed on November 3, 2014 (the “Original 8-K”), Crimson Wine Group, Ltd. (the “Company”) disclosed that Erle Martin, was no longer employed with the Company effective November 3, 2014, and as a result is no longer President and Chief Executive Officer of the Company.

 

The Company is filing this amendment to the Original 8-K to disclose that Mr. Martin resigned his positions with the Company to pursue other opportunities and to disclose a Severance Agreement and General Release of All Claims (the “Agreement”) entered into between the Company and Mr. Martin on November 4, 2014 in connection with Mr. Martin’s resignation of employment.  Pursuant to the Agreement, the Company agreed to pay Mr. Martin a severance payment in an amount equal to $750,000 and to provide Mr. Martin certain other transition benefits, and in exchange therefore, Mr. Martin provided the Company with a customary general release. The description of the Agreement is qualified in its entirety by the text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. 

 

ITEM 9.01Financial Statements and Exhibits.

 

Exhibit No.Description

 

10.1Severance Agreement and General Release of All Claims.

 

 

 

 

 

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:  November 6, 2014

 

 

 

 

 

 

CRIMSON WINE GROUP, LTD.

 

 

 

 

 

By:  /s/ Patrick M. DeLong

 

CRIMSON WINE GROUP, LTD.

 

Name:  Patrick M. DeLong

 

 

 

Title:  Chief Financial & Operating Officer

 

 

 

 

 

By:  /s/ Patrick M. DeLong

 

 

 

Name:  Patrick M. DeLong

 

 

 

Title:  Chief Financial & Operating Officer