Form 8K Current Report
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):
May
5,
2006
L
Q
CORPORATION, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE
OR
OTHER JURISDICTION OF INCORPORATION)
|
000-25977
(COMMISSION
FILE NUMBER)
|
77-0421089
(I.R.S.
EMPLOYER IDENTIFICATION NO.)
|
|
888
Seventh Avenue
New
York, New York 10019
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
(212)
974-5730
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
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):
r
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
The
Board
of Directors of L Q Corporation, Inc. (the “Company”), including each director
independent of the Company and Barington Capital Group, L.P. (“Barington”),
approved as of May 10, 2006, an amendment of the services agreement between
Barington and the Company dated as of November 18, 2004 (as amended, the
“Services Agreement”). The amendment reduced the monthly fee payable to
Barington for performing certain administrative, accounting and other services
on behalf of the Company from $15,000 per month to $10,000 per month, effective
as of March 1, 2006.
The
Services Agreement continues to provide that Barington is to be paid a fee
of
$175 per hour for any legal services provided by Barington on behalf of the
Company at the Company’s request. The agreement also continues to provide that
in the event Barington identifies for the Company, at its request, a business
transaction such as a merger, acquisition or joint venture, and provides
the
Company with financial consulting services in connection with such business
transaction, the Company will pay Barington a fee of two percent of the amount
of the consideration paid in the transaction. In connection with the Services
Agreement, the Company granted to Barington or its designees in November
2004
stock options to purchase 56,000 shares of the Company’s Common Stock. The
options are fully exercisable and were granted at the fair market value of
the
Company’s Common Stock on the grant date. The Services Agreement by its terms
expires on June 30, 2006.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
May 5,
2006, William J. Fox delivered to the secretary of the Company notice of his
resignation as a director and President and Chief Executive Officer of the
Company, effective as of the close of business on May 15, 2006. Mr. Fox had
no
disagreements with the Company on any matters related to the Company's
operations, policies or practices. The Board of Directors of the Company thanks
Mr. Fox for his dedicated service and valued contributions to the
Company.
On
May 9,
2006, the Board of Directors of the Company appointed Sebastian E. Cassetta
to
serve as a director and as the Company’s President and Chief Executive Officer,
effective as of May 16, 2006.
Mr.
Cassetta, 57, served as the Chairman and Chief Executive Officer of SmartServ
Online, Inc., a company specializing in the delivery of content to desktop
and
wireless devices, from August 1992 to July 2003. Prior to that, he was the
President of Burns and Roe Securacom Inc., a company specializing in engineering
and large-scale systems integration, and a director and vice president of Brinks
Inc., an international security company. Mr. Cassetta is a former Special
Assistant to New York Governor and Vice President Nelson A. Rockefeller. He
currently serves as a Senior Managing Director and the Chief Operating Officer
of Barington, a position he has held since August 2003.
The
Company is party to the Services Agreement under which Barington provides,
among
other things, certain administrative, accounting and other services on the
Company’s behalf as
further disclosed under Item 1.01, which disclosure is incorporated herein
by
reference.
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.
L
Q CORPORATION, INC.
Dated:
May 11, 2006 By:
/s/
James A.
Mitarotonda
James
A. Mitarotonda
Chairman