Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) Appointment
of New Principal Executive Officer.
On April 15, 2009, the Board of
Directors of Wilhelmina International, Inc. (the “Registrant”) appointed Mark E.
Schwarz, age 48, as the Registrant’s Chief Executive Officer, the principal
executive officer of the Registrant. Mr. Schwarz has served as
Chairman of the Board of Directors of the Registrant since June 2004, has
functioned as its Interim Chief Executive Officer since October 2007 and was
formally appointed its Interim Chief Executive Officer effective in July
2008.
Mr. Schwarz has served as Chairman of
the Board of Hallmark Financial Services, Inc., a property and casualty
insurance company, since October 2001 and was its Chief Executive Officer from
January 2003 to August 2006. He currently serves as Chairman of the
Boards of Bell Industries, Inc., a computer systems integrator, and Pizza Inn,
Inc., a franchisor and food and supply distributor, and as a director of Nashua
Corporation, a specialty paper, label and printing supplies manufacturer, SL
Industries, Inc., a power and data quality products manufacturer, and MedQuist
Inc., a provider of electronic transcription and document management services to
the healthcare industry.
Mr. Schwarz has served as the general
partner, directly or through entities that he controls, of Newcastle Capital
Management, L.P. (“NCM”) since 1993. NCM is an investment partnership
and the general partner of Newcastle Partners, L.P. (“Newcastle”), a significant
stockholder of the Registrant.
Newcastle, which owns 31,526,517 shares
of Common Stock of the Registrant, or approximately 24.4% of the outstanding
shares of Common Stock, recently purchased 12,145,749 shares of Common Stock
from the Registrant pursuant to a certain purchase agreement (the “Equity
Financing Agreement”), dated as of August 25, 2008, between the Registrant and
Newcastle. The terms of the Equity Financing Agreement and the issuance of
Common Stock pursuant to the Equity Financing Agreement, together with the
registration rights agreement entered into by the parties in connection
therewith, are described in the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (“SEC”) on August 26,
2008. In addition, NCM and the Registrant are parties to a services
agreement pursuant to which the Registrant receives the use of NCM’s office
facilities and equipment and accounting and administrative services from
employees of NCM. A description of this arrangement is set forth in
the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008
filed April 15, 2009.
Mr. Schwarz’s compensation arrangement
in connection with his appointment is described under Item 5.02(e)
below.
(e) Compensation
Arrangements of Certain Officers.
On April 15, 2009, the Board of
Directors of the Registrant approved compensation arrangements with three of the
Registrant’s named executive officers, Mark E. Schwarz (Chief Executive
Officer), John Murray (Chief Financial Officer) and Evan Stone (General
Counsel). Messrs. Schwarz, Murray and Stone will receive annual
salaries of $150,000, $175,000 and $125,000, respectively. These
compensation arrangements are not reflected in a written agreement.
Item
5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On April 15, 2009, the Registrant’s
Board of Directors adopted a revised Code of Business Conduct and
Ethics (the “Code of Business Conduct and Ethics”) that amends and
restates the Registrant’s former code of ethics (the “Code of
Ethics”). The principal purpose of the amendment and restatement was
to update the Code of Ethics to include more expansive and current provisions
with respect to areas such as conflicts of interest, legal compliance,
confidentiality, reporting and compliance procedures and waivers.
The Code of Business Conduct and
Ethics, which is effective as of April 15, 2009, sets forth legal and ethical
standards of conduct for directors, officers and employees of the Registrant and
includes provisions specifically designed to help and guide the Registrant’s
directors, officers and employees to: (i) avoid violations of laws, rules and
regulations and promote disclosure to the Registrant of any such violations that
become known; (ii) refrain from engaging in any activity or having a personal
interest that presents a “conflict of interest” and promote disclosure to the
Registrant of any such “conflicts of interest”; (iii) avoid violations of
insider trading laws; (iv) maintain the confidentiality of confidential
information entrusted to them in connection with their position with, or service
to, the Registrant; (v) endeavor to deal honestly, ethically and fairly with the
Registrant’s suppliers, customers, competitors and employees; (vi) protect the
Registrant’s assets and refrain from using the Registrant’s assets and services
for personal benefit; (vii) comply with applicable law and the Registrant’s
policy regarding gifts, gratuities, favors and business entertainment expenses;
(viii) accurately report all business transactions and accurately maintain the
Registrant’s books, records and accounts in accordance with applicable
regulations and standards; (ix) disclose concerns regarding questionable
accounting or auditing matters or complaints regarding accounting, internal
accounting controls or auditing matters; (x) avoid making any direct or indirect
materially false or misleading statements to an accountant in connection with
any audit, review or examination of the Registrant’s financial statements and
avoid any direct or indirect action to coerce, manipulate, mislead or
fraudulently influence any independent public or certified public accountant
engaged in the performance of an audit or review of the Registrant’s financial
statements; and (xi) comply with reporting and compliance procedures under the
Code of Business Conduct and Ethics. The Code of Business Conduct and
Ethics also sets forth procedures to obtain waivers of the Code of Business
Conduct and Ethics, as well as to amend and disseminate the Code of Business
Conduct and Ethics.
The
foregoing description of the Code of Business Conduct and Ethics does not
purport to be complete and is qualified in its entirety by reference to its full
text, which is attached as Exhibit 14.1 hereto.
Item
8.01. Other Events.
On April 15, 2009, the Registrant’s
Board of Directors appointed Evan D. Stone, age 37, as General Counsel of the
Registrant. Mr. Stone is currently General Counsel of NCM, which he
joined in May 2006. Prior to joining NCM, Mr. Stone was a mergers and
acquisitions attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New
York from June 2003 to April 2006. Mr. Stone also previously worked
at Merrill Lynch & Co. in its investment banking department in Palo Alto,
California and at Borland Software as Vice President, Corporate Development in
Scotts Valley, California. Mr. Stone is also a director of the
Registrant and serves as its Secretary. Mr. Stone’s compensation
arrangement in connection with his appointment is described under Item 5.02(e)
above.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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14.1
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Code
of Business Conduct and
Ethics
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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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Date: April
21, 2009
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WILHELMINA
INTERNATIONAL, INC.
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By:
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Name: John
Murray
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Title: Chief
Financial Officer
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