UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported) — March 2, 2006 (February 28, 2006)
MDC PARTNERS INC.
(Exact name of registrant as specified in its charter)
| Ontario | 001-13718 | 98-0364441 |
| (Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
45 Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address of principal executive offices and zip code)
(416) 960-9000
(Registrant’s Telephone Number)
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 CFR 240.13e 4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On February 28, 2006, MDC Partners Inc. (the “Company”) granted certain awards of financial performance-based restricted stock and restricted stock units under the Company’s 2005 Stock Incentive Plan. Attached as exhibits to this Form 8-K are forms of the “Financial Performance-Based Restricted Stock Agreement” and the “Financial Performance-Based Restricted Stock Unit Agreement” used by the Company in connection with these awards.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. | |
| 10.1 | Form of Financial Performance-Based Restricted Stock Agreement. | |
| 10.2 | Form of Financial Performance-Based Restricted Stock Unit Agreement. | |
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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 by the undersigned hereunto duly authorized.
| Date: March 2, 2006 |
MDC Partners Inc. | |
| By: |
/s/ Mitchell Gendel | |
| Mitchell Gendel, | ||
| General Counsel & Corporate Secretary | ||
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