Tcp International Chf 1 (NYSE:TCPI)

Item 3.02 Unregistered Sales of Equity Securities.

On March 7, 2016, TCP International Holdings Ltd. (the "Company") issued 642,143 restricted share units to certain executives and employees of the Company (including the 450,000 restricted share units awarded in connection with the agreement described in Item 5.02(e) of this Form 8-K). The restricted share units were awarded for compensatory purposes and no consideration was received by the Company in connection with their issuance. 450,000 restricted share units will vest pro-rata on a monthly basis over a 10-month period beginning on March 31, 2016 or on such later date as the common shares have been registered in accordance with applicable provisions of Swiss law. 192,143 restricted share units will vest equally over a three-year period dependent on the recipient’s continued service. When vested, each restricted share unit will be converted into one common share. The restricted share units are subject to accelerated vesting in connection with certain terminations of employment or a change in control of the Company. The restricted share units were not registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of sale, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The restricted share units were issued in reliance upon the exemption from registration provided by Rule 506(b) of the Securities Act, on the basis of representations that they are “accredited investors” as that term is defined in Rule 501 of the Securities Act. The Company did not engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of the Securities Act) in connection with the offering of the restricted share units to executives and employees.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In order to comply with the provisions of the Ordinance Against Excessive Remuneration at Listed Companies in Switzerland, on March 7, 2016, Brian Catlett, the Company's Chief Financial Officer, entered into an amended and restated employment agreement with our subsidiary, Technical Consumer Products, Inc. for a term of three years commencing on December 31, 2015 (the “Effective Date”), with automatic one-year renewals thereafter. Under the terms of his agreement, Mr. Catlett is paid a minimum annual salary of $400,000, is eligible for an incentive bonus upon the achievement of certain management objectives set out each year by the Board of Directors, and is eligible to receive all other benefits which are or may become generally available to the Company’s full-time employees and the members of its management team. Mr. Catlett also has been granted a one-time special bonus of $375,000 to be paid by March 15, 2016, and 450,000 restricted share units that will vest pro-rata on a monthly basis over a 10-month period beginning on March 31, 2016 or on such later date as the common shares have been registered in accordance with applicable provisions of Swiss law.

If the employment agreement is not renewed by the Company, or if Mr. Catlett is terminated without cause or if he terminates his employment for good reason, after either the Company or Mr. Catlett provides a written notice one-year prior to termination, he is entitled to severance comprised of continuing salary for one year and any earned but unpaid bonus up to the effective date of termination. He is also subject to certain confidentiality and restrictive covenants, including non-competition and non-solicitation provisions for a period of one year after his termination, and other customary provisions.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 
   

On December 23, 2015, TCP International Holdings Ltd. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standards set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common shares was less than $1.00 over a consecutive 30 trading-day period.

The Company plans to notify the NYSE of its intent to cure the deficiency and return to compliance with the NYSE continued listing requirement. The Company can avoid delisting if, during the six-month period following receipt of the NYSE notice, on the last trading-day of any calendar month, the Company’s common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

Under the NYSE rules, the Company’s common stock will continue to be traded on the NYSE during this period, subject to the Company’s compliance with other continued listing requirements.

Item 2.05 Costs Associated with Exit or Disposal Activities.
   
On December 7, 2015, TCP International Holdings Ltd. (the “Company”) initiated restructuring actions designed to further optimize its organization and improve its profitability. The restructuring actions resulted in the elimination of 23 employee positions. Notifications to affected employees are substantially complete.

In connection with these actions, the Company expects to record approximately $1.2 million in total pre-tax charges during the fourth quarter of 2015 relating primarily to employee severance and compensation benefits, including share-based compensation, of which approximately $1.0 million are expected to result in cash expenditures. The underlying cash expenditures are expected to occur over a weighted-average period of 6 months.

Item 2.02 Results of Operations and Financial Condition.
 
On November 5, 2015, TCP International Holdings Ltd. (the “Company”) issued a press release announcing preliminary financial results for the third quarter 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, except as shall be expressly set forth by separate reference in such filing.
 

Item 7.01 Regulation FD Disclosure.

On November 5, 2015, the Company issued a press release announcing that the Audit Committee of the Company's Board of Directors is conducting an internal investigation concerning the scope and propriety of payments made by its Chairman with his personal funds relating to the Company's business. The Audit Committee also is investigating whether relationships exist between its Chairman and Vice-Chairman and certain vendors. The Company also announced that it does not anticipate filing its Quarterly Report on Form 10-Q for the period ended September 30, 2015, by November 23, 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 2.02 Results of Operations and Financial Condition.
   
On November 5, 2015, TCP International Holdings Ltd. (the “Company”) issued a press release announcing preliminary financial results for the third quarter 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, except as shall be expressly set forth by separate reference in such filing.
 
Item 7.01 Regulation FD Disclosure.

On November 5, 2015, the Company issued a press release announcing that the Audit Committee of the Company's Board of Directors is conducting an internal investigation concerning the scope and propriety of payments made by its Chairman with his personal funds relating to the Company's business. The Audit Committee also is investigating whether relationships exist between its Chairman and Vice-Chairman and certain vendors. The Company also announced that it does not anticipate filing its Quarterly Report on Form 10-Q for the period ended September 30, 2015, by November 23, 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2015, TCP International Holdings Ltd. (the "Company") and Ms. Laura Hauser entered into an agreement to settle all disputes between them, including the outstanding litigation brought by Ms. Hauser against the Company and its former Chief Executive Officer, Ellis Yan, through private mediation. As part of the settlement, Ms. Hauser will receive $3.9 million in cash, which is expected to be paid in the third quarter of 2015. The settlement will result in the dismissal of the case filed in Cuyahoga County, Ohio on February 26, 2015, by Ms. Hauser against the Company, its wholly-owned subsidiary Technical Consumer Products, Inc., and Ellis Yan.

First Quarter 2015 Financial Results

• Net sales for the first quarter of 2015 were $98.8 million, a 35% decrease compared with $153.1 million in the fourth quarter of 2014 and a 2% decrease compared with $101.1 million in the first quarter of 2014.
• Net loss in the first quarter of 2015 was $1.2 million, or $0.04 per diluted share, compared to net income of $2.1 million, or $0.07 per diluted share, in the fourth quarter of 2014 and net income of $3.9 million, or $0.19 per diluted share, in the first quarter of 2014. Adjusted earnings per share were $0.00 for the first quarter of 2015, compared to $0.13 in the fourth quarter of 2014.

"While revenues were tempered by our decision to perform a safety review of all products shipped in March, we were pleased that our cost reduction roadmap resulted in strong margins for the quarter, demonstrating TCP's position as a market leader in energy-efficient lighting," said Ellis Yan, TCP's Chairman and CEO.

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2015, Ellis Yan, the Company's Chief Executive Officer, entered into a Mutual Separation Agreement whereby he will not renew his employment agreement upon its expiration on June 30, 2015. Mr. Yan will remain a Director and continue to serve as Chairman of the Board of Directors. Under the terms of his Mutual Separation Agreement, Mr. Yan will receive severance comprised of continuing salary for three years. In addition, Mr. Yan is entitled to either continuation of medical, dental and health benefit plans or reimbursement of premiums for similar coverage. The Company expects to record severance expense of approximately $2.1 million in the second quarter of 2015 following Mr. Yan's termination of employment, which will be paid over a 3-year period. A copy of the press release announcing Mr. Yan's departure is filed as Exhibit 99.2 hereto. The foregoing constitutes a summary of the material terms of the Mutual Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Management Discussion and Analysis

Net sales of $489.5 million for the year ended December 31, 2014 increased by $60.6 million, or 14.1%, compared with the year ended December 31, 2013. Net sales in our retail channel of $272.5 million increased $37.3 million, or 15.9%, and net sales in our C&I channel of $209.8 million increased $44.0 million, or 26.5%, compared with 2013.

Sales of our LED product line increased $83.5 million, or 77.9%. The increase is primarily attributable to our continued business focus on growing our LED product line that resulted in an increase in LED sales of $46.8 million with C&I distributors, $18.7 million with Walmart and $7.5 million of new e-commerce business in the United States and Canada, as well as growth with retail customers in Asia and EMEA.

Sales of our CFL product line decreased by $20.4 million, or 7.1%. The decrease mainly is attributable to a decline in sales in the United States and Canada of $11.7 million with OEMs, $9.7 million with The Home Depot and $1.9 million with C&I distributors, largely attributable to lower volume, along with $4.7 million due to lost business with Lowes, partially offset by higher sales of $18.0 million with Walmart. Sales in Latin America decreased $9.5 million, primarily attributable to lower volume with The Home Depot Mexico.

Sales of our linear, fixtures and other product lines decreased by $2.5 million, or 7.6%. The decrease primarily is attributable to lower linear fluorescent sales of $8.4 million due to our transition to LED fixtures, along with decrease of $3.0 million of halogen sales attributable to a one-time order with a retailer in EMEA that did not repeat in 2014. These decreases partially were offset by a $5.6 million increase in halogen sales, mainly with Walmart in the United States and Canada.

AURORA, Ohio, April 1, 2015 /PRNewswire/ -- TCP International Holdings Ltd. (NYSE: TCPI) ("TCP" or "the Company") today announced that its product validation review is proceeding as expected.  The Company has completed testing on substantially all of its fastest moving SKUs.  For the remaining SKUs, TCP expects to complete validation shortly.  In addition, the Company affirmed that UL certified designs are available for all products and that products being shipped are UL certified. 

As previously announced, consistent with TCP's quality commitment, the Company voluntarily chose to conduct additional levels of quality control on its products.  TCP engaged an outside testing firm to support these efforts, which, while ongoing, have affirmed the strength, quality and safety of TCP's product line.

TCP issued the following statement:

"The TCP team would like to thank TCP customers for the outspoken support and patience they have extended to us during this period.  The support we have received from our customers – both new and existing, large and small – is a testament to TCP's products and talented team of more than 7,000 employees worldwide.  Our customers can count on us to continue providing the superior service and quality, innovative lighting technology for which TCP has long been known."

The Company also noted that it expects to file its Annual Report on Form 10-K for the year ended December 31, 2014, on or before April 15, 2015, as separately disclosed in a Form 12b-25 filed today with the Securities and Exchange Commission.

In conjunction with this 10-K filing, the Company intends to announce its 2014 fourth quarter and full year financial results.  The Company will issue a separate press release detailing the date and time of the associated conference call and webcast.

AURORA, Ohio, March 2, 2015 /PRNewswire/ -- TCP International Holdings Ltd. (NYSE: TCPI) ("TCP" or "the Company") today issued the following statement in response to the lawsuit recently filed by its General Counsel:

TCP takes these allegations seriously.  The Audit Committee of TCP's Board of Directors, which is comprised solely of independent directors, is investigating these claims with the assistance of outside legal counsel.  The Audit Committee's investigation is ongoing. TCP believes that the one claim against TCP is without merit, and TCP intends to vigorously defend against it. TCP does not intend to comment on the specific allegations and claims made against Ellis Yan.  

TCP's senior leadership and more than 7,000 employees worldwide remain focused on continuing the Company's long and successful track record of providing quality products and superior customer service.  For over two decades, TCP has been a leader in energy efficient lighting technology, and the TCP team intends to maintain this record well into the future.

Consistent with TCP's commitment to high quality products, the Company has voluntarily chosen to conduct additional levels of quality control on its products.  TCP believes this is appropriate and is doing so out of an abundance of caution, and TCP has engaged an outside testing firm to support these efforts.  While products are available for shipping, the Company expects some deliveries may be delayed for a short time period, and TCP will work closely with customers to minimize any potential impact on orders.

TCP and its management team remain focused on delivering high quality products and customer service, and TCP's Board of Directors is committed to serving the best interests of TCP and its shareholders.

AURORA, Ohio, Feb. 27, 2015 /PRNewswire/ -- TCP International Holdings Ltd. (NYSE: TCPI) today announced that claims were filed in Cuyahoga County, Ohio against the company and its CEO, Ellis Yan, alleging misconduct by the CEO and related matters.  TCPI is currently in the process of evaluating these claims and intends to vigorously defend itself.

2014 Third Quarter Financial Results:

• Net sales were $122.9 million, a 9% increase compared with $113.0 million in the same quarter last year.
• Net income in the third quarter was $4.5 million, or $0.16 per diluted share, compared to $4.3 million, or $0.21 per diluted share, in prior year.

"Our LED business continued to perform well in the quarter as a result of increased demand from both the retail and C&I channels for our products," said Ellis Yan, TCP's Chairman and CEO. "We have a solid position in the market and are focused on leveraging our cost structure to take advantage of the LED market opportunity ahead of us."