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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 16, 2005
BKF CAPITAL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-10024 36-0767530
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(Commission File Number) (IRS Employer Identification No.)
ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of Principal Executive Offices) (Zip Code)
212-332-8400
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
BKF Capital Group, Inc. (together with its successors and assigns,
"BKF"), Levin Management Co., Inc. (together with its successors and assigns,
the "Subsidiary" and together with BKF, the "Companies") and Henry Levin (the
"Manager," together with the Companies, the "Parties") entered into a
Separation Agreement and General Release of all Claims (the "Agreement") as of
December 16, 2005 (the "Effective Date").
Under the Agreement, all appointments the Manager holds with the
Companies or any of their respective affiliates or subsidiaries (collectively,
the "Company Group"), whether as employee, consultant, agent or otherwise,
will cease as of 11:59 p.m. on December 30, 2005 (the "Termination Date").
However, for purposes of determining the payments and benefits to which the
Manager is entitled under that term sheet, which was filed as Exhibit 10.1 to
a Form 8-k on April 22, 2005 (the "Term Sheet"), the Manager's employment will
be treated as having continued through December 31, 2005, and as having then
been terminated by him voluntarily (and under no circumstances by the
Companies, whether with or without "Cause"). Effective as of the Effective
Date, the Manager will have no authority to act on behalf of the Companies or
any other member of the Company Group.
If the Manager has not revoked the release under the Age
Discrimination in Employment Act of 1967 in the period as described in the
Agreement, the Companies will pay to the Manager the sum of $750,000 as an
advance against amounts that will otherwise be due to the Manager under
Section 4 of the Term Sheet. Unless the Manager has revoked such release, the
Manager will be entitled to the balance of the amounts due to him under
Section 4 of the Term Sheet no later than the date on which Frank Rango is
paid corresponding amounts under such Section.
Under the Agreement, the Manager is obligated to return to the
Companies all properties belonging to the Companies and is subject to certain
confidentiality obligations as described in the Agreement. In addition, under
the Agreement, the Parties are subject to mutual nondisparagement obligations
until the third anniversary of the Effective Date and the Parties granted each
other mutual releases.
The foregoing is a summary of certain of the terms of the Agreement
and does not purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 to this report and
is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Separation Agreement and Release of All Claims, dated
December 16, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: December 22, 2005
BKF CAPITAL GROUP, INC.
By: /s/ Norris Nissim
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Name: Norris Nissim
Title: Vice President, General
Counsel and Secretary
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Separation Agreement and Release of All Claims, dated
December 16, 2005.