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 29, 2005
(Date of earliest event reported)
21ST CENTURY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida 0-2500111 65-0248866
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
3661 West Oakland Park Blvd., Suite 300
Lauderdale Lakes, FL 33311
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(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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Mr. Michael H. Braun was unanimously appointed to the Board of Directors
of 21st Century Holding Company (the "Company") effective as of December 29,
2005. Mr. Braun will fill the vacancy created by the resignation of Mr. Richard
Widdicombe effective as of November 10, 2005. Mr. Braun will serve the remainder
of the class I term through the annual shareholders meeting to be held in 2007.
Mr. Braun has been with the Company since December 1998. He is currently
the President of Federated National Insurance Company, a wholly-owned subsidiary
of the Company and receives an annual salary of $137,000 per year. He currently
owns options to purchase 40,000 shares of the Company's common stock according
to the following grant criteria: 1) 15,000 fully vested options at an exercise
price of 9.167 which expire on June 4, 2008; 2) 5,000 options at an exercise
price of $16.00, vesting at 20% per year and expiring on September 14, 2011; and
3) 20,000 options at an exercise price of $15.79 per share, vesting 20% per year
and expiring on December 5, 2011. Mr. Braun has been in the insurance industry
since 1996 and holds a 220 property and casualty insurance license with the
State of Florida. He earned his Bachelors degree in Business Administration at
Suny University in Buffalo, New York.
The following agreements are currently in force between the Company and
Mr. Braun: Non-Compete Agreement dated December 19, 2005, Annual Review
Agreement dated December 19, 2005 and an Indemnification Agreement dated
December 19, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Non-Compete Agreement between the Company and Michael Braun
dated December 19, 2005,
10.2 Annual Review Agreement between the Company and Michael Braun
dated December 19, 2005
10.3 Indemnification Agreement between the Company and Michael
Braun dated December 19, 2005
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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.
21ST CENTURY HOLDING COMPANY
Date: December 30, 2005 By: /s/ JAMES GORDON JENNINGS, III
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Name: James Gordon Jennings, III
Title: Chief Financial Officer
(Principal Accounting and
Financial Officer)
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EXHIBIT LIST
10.1 Non-Compete Agreement between the Company and Michael Braun
dated December 19, 2005,
10.2 Annual Review Agreement between the Company and Michael Braun
dated December 19, 2005
10.3 Indemnification Agreement between the Company and Michael
Braun dated December 19, 2005
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