Current Report Filing (8-k)
April 07 2017 - 3:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 5, 2017
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ZAIS GROUP
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-35848
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46-1314400
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Two Bridge Avenue, Suite 322
Red Bank, NJ
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07701-1106
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (732) 978-7518
N/A
(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In recognition of the importance of retaining the services of
Michael Szymanski as the Chief Executive Officer of ZAIS Group Holdings, Inc. (the “Company”) and its operating subsidiary,
ZAIS Group, LLC, and in connection with the Company’s review of strategic alternatives to enhance shareholder value, on April
5, 2017, the Company provided a retention award to Mr. Szymanski (the “Award”). Under the Award, which has been approved
by the Compensation Committee of the Board of Directors of the Company, Mr. Szymanski is entitled to receive a cash retention payment
of $500,000 on each of June 30, 2017, September 30, 2017 and a date within five business days following the closing date of a “Transaction”
as defined in the Award or otherwise as determined by the Board of Directors of the Company. Mr. Szymanski would be entitled to
such payments provided he remains employed by the Company on such dates, or if he has been removed as the Company’s Chief
Executive Officer or his employment terminated for reasons other than for cause prior to such dates. The aggregate amount of retention
payments that may be paid to Mr. Szymanski under the Award is $1.5 million. The description of the Award herein is qualified in
its entirety by reference to the Award which is filed herewith as Exhibit 10.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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10.1
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Award Letter, dated April 5, 2017
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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.
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ZAIS GROUP HOLDINGS, INC.
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By:
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/s/ Michael Szymanski
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Michael Szymanski
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President and Chief Executive Officer
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Date:
April 7, 2017
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Award Letter, dated April 5, 2017
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