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: December 7, 2004
(Date of earliest event reported)
21ST CENTURY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida 0-2500111 65-0248866
---------------------------- ------------------------ ------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3661 West Oakland Park Blvd., Suite 300
Lauderdale Lakes, FL 33311
------------------------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 581-9993
NOT APPLICABLE
-------------------------------------------------------------
(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.
21st Century Holding Company (the "Company") has entered into a First
Modification Agreement (the "First Modification") between the Company and Edward
J. Lawson, President and Chairman of the Board of the Company. The First
Modification, which was approved by the independent directors of the Company on
and is dated effective December 7, 2004, amends certain provisions of Mr.
Lawson's Employment Agreement with the Company dated September 1, 1998, as
follows:
o The "Base Salary" was amended to reduce Mr. Lawson's annual salary
to $117,000 from $156,000, effective October 18, 2004.
o The "Automobile Allowance" was increased to $1,125 per month from
$300 per month, effective January 1, 2005.
The First Modification Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
In addition, the Employment Agreement of Michele Lawson, Mr. Lawson's spouse and
an employee of the Company, was amended to increase her annual salary to
$117,000 from $78,000 and to increase her car allowance to $1,125 per month from
$300 per month.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 First Modification Agreement, dated as of December 7, 2004 between
21st Century Holding Company and Edward J. Lawson
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: December 13, 2004 By: /s/ RICHARD A. WIDDICOMBE
----------------------------
Name: Richard A. Widdicombe
Title: Chief Executive Officer
(Principal Executive Officer)
Date: December 13, 2004 By: /s/ JAMES GORDON JENNINGS, III
----------------------------------
Name: James Gordon Jennings, III
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)
EXHIBIT INDEX
Exhibit No. Exhibit Title
----------- -------------
10.1 First Modification Agreement, dated as of December 7, 2004
between 21st Century Holding Company and Edward J. Lawson