Microsoft Word 11.0.6502;
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) October 24, 2005
LYNCH INTERACTIVE CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15097 06-1458056
--------------------------------------------------------------------------------
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification)
Incorporation)
401 Theodore Fremd Avenue Rye, New York 10580
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 914-921-8821
ITEM 5. Appointment of Principal Officer.
----------------------------------
Effective October 24, 2005, Mr. John Barnicle, 41, became the corporation's
President and Chief Operating Officer. On November 15, 2005 Mr. Barnicle will
become the corporation's Chief Executive Officer. For a description of Mr.
Barnicle's background and experience, see the press release attached hereto as
Exhibit 99.1.
Mr. Barnicle is employed under an employment agreement pursuant to which he
is entitled to a salary initially set at $350,000 per year, as well as other
customary benefits, and to a bonus in respect of each calendar year. His bonus
has been set at a minimum of $35,000 in respect of 2005; a minimum of 40% of his
base salary in respect of 2006; and thereafter in a range from 0% to 300% of his
base salary, as determined by the Executive Compensation and Benefits Committee
of the Board, based on attainment of objectives set by that committee in
consultation with the Mr. Barnicle.
In the event of a termination of his employment, Mr. Barnicle is entitled
under certain circumstances, to severance payments from the corporation,
including a payment of 2.99 times his base salary in the event of a "change in
control" of the corporation, as that term is defined in the employment
agreement.
Attached as Exhibit 99.1 is a copy of the press release announcing that
Lynch Interactive Corporation has named John Barnicle President and CEO.
1
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
LYNCH INTERACTIVE CORPORATION
/s/ John A. Cole
----------------
John A. Cole
Vice President, General
Counsel and Secretary
Date: October 26, 2005
2
EXHIBIT INDEX
Exhibit 99.1--Press Release of Lynch Interactive Corporation, dated October 24,
2005.
3