UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13
of
the
Securities Exchange Act of 1934
Date
of
Report (Date Earliest Event reported) — July 23, 2007 (July
19,
2007)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
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Canada
(Jurisdiction
of Incorporation)
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001-13718
(Commission
File Number)
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98-0364441
(IRS
Employer Identification No.)
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45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(Registrant’s
Telephone Number)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
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⃞
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Pre−commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR
240.13e− 4(c))
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Item
5.02(b) Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Employment
Agreement with David Doft
On
July
19, 2007, MDC Partners Inc. (the “Company”) entered into an employment agreement
with David Doft. Pursuant to the agreement, Mr. Doft will serve as the Company’s
Chief Financial Officer for an initial term commencing on August 10, 2007 and
expiring on July 31, 2010. During the term, he will receive an annual base
salary of $300,000, a sign-on bonus of $50,000, a calendar year 2007 bonus
of
$150,000, and he will be eligible
to receive an annual discretionary bonus beginning with calendar year 2008
in an
amount up to 100% of his base salary, to be determined in accordance with such
criteria as are approved by the Human Resources & Compensation Committee of
the Company’s Board of Directors. In addition, as an inducement to his acceptance of employment at MDC Partners, Mr. Doft will be granted
35,000 restricted shares of the Company’s Class A subordinated voting stock. The
agreement also provides Mr. Doft with severance of up to eighteen months of
his
total remuneration and continued participation in certain Company benefit plans,
as well as eligibility to earn a pro rata portion of his annual discretionary
bonus for the year of termination, if the Company terminates his employment
without “cause” or if he terminates his employment for “good reason”, as such
terms are defined in the agreement.
Mr.
Doft
will replace Steven Berns, MDC’s former President and Chief Financial Officer.
Miles
Nadal, the Company’s Chairman and Chief Executive Officer, will assume the
additional role of President of the Company. Michael Sabatino, in addition
to
his continuing role as the Company’s Chief Accounting Officer, will serve as
interim Chief Financial Officer until Mr. Doft assumes his role as expected
on
August 10, 2007.
Departure
of Steven Berns
On
July
23, 2007, the Company entered into a Separation Agreement and Release with
Steven Berns. Pursuant to this Separation Agreement and Release, the Company
will pay Mr. Berns an amount equal to $1.15 million over the next two years,
together with continued participation under the Company’s health benefit plans
during such time period. Mr. Berns outstanding equity awards will be treated
in
accordance with their terms. On July 23, 2007, Steven Berns informed the Company
of his decision to resign from the Company’s Board of Directors, effective as of
July 23, 2007. Mr. Berns’ decision to resign from the Board was not due to
any disagreement on any matter relating to MDC Partners’ operations, policies or
practices.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits. The filing exhibit is filed herewith:
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Press
release dated as of July 23, 2007, relating to the announcement of
Mr.
Doft’s appointment as Chief Financial Officer and departure of Steven
Berns.
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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 by the undersigned hereunto duly
authorized.
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Date:
July 23, 2007
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MDC
Partners Inc.
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By:
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/s/
Mitchell Gendel
Mitchell
Gendel
General
Counsel & Corporate Secretary
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