Unassociated Document
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 (date of earliest event reported): October 24, 2006
 
EVCI CAREER COLLEGES HOLDING CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
(State of other jurisdiction
of incorporation)
001-14827
(Commission
File Number)
06-1488212
(IRS Employer
Identification No.)
 
1 Van Der Donck Street, 2nd Floor, Yonkers, New York 10701
(Address of principal executive offices)
 
Registrant’s telephone number, including area code (914) 623-0700
 
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01. Entry into a Material Definitive Agreement.
 
Amendment to Employment Agreement of Dr. Arol I. Buntzman. On October 24, 2006 EVCI and Dr. Arol I. Buntzman, EVCI’s Chairman of the Board, amended Dr. Buntzman’s Amended and Restated Employment agreement to extend the expiration date of the term of his employment by one year to December 31, 2008.
 
Stock Option Surrender and Replacement Program. Four of EVCI’s executive officers and all of EVCI’s directors are participants in a plan, adopted by EVCI’s Board of Directors on October 24, 2006, providing for their surrender of vested and unvested options to purchase a total of 1,176,536 shares of EVCI’s common stock and the simultaneous grant to them of options to purchase a total of 342,703 shares of EVCI’s common stock. The per share exercise prices of the surrendered options ranged from $4.70 to $10.715. The number of replacement options equals 50% of the vested options surrendered by each participant. The replacement options are exercisable until October 23, 2011, at $1.00 per share, and vest in three equal installments on October 23, 2007, 2008 and 2009. The replacement options were granted under EVCI’s Amended and Restated 2004 Incentive Stock Plan and are governed by an agreement substantially in the form of EVCI’s Form of Stock Option Agreement (Nonqualified Stock Option). The shares underlying the options surrendered and replaced by each of the four executive officers and the directors are:
 
   
Shares Underlying
  
Shares Underlying
Name and EVCI Position(s)
  
Surrendered Options
  
Replacement Options
         
Dr. Arol I. Buntzman
  
585,000
  
152,026
Chairman of the Board
        
         
Dr. John J. McGrath
  
365,000
  
91,125
Chief Executive Officer
        
and President and Director
        
         
Richard Goldenberg
  
50,000
  
20,451
Chief Financial Officer
        
and Director
        
         
Joseph D. Alperin
  
115,000
  
53,333
General Counsel and
        
Vice President for
       
Corporate Affairs
        
         
Royce N. Flippin, Jr.
  
15,384
  
6,442
Director
        
         
Philip M. Getter
  
15,384
  
6,442
Director
        
         
Donald Grunewald
  
15,384
  
6,442
Director
        
         
Elie Housman
  
15,384
  
6,442
Director
        

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 Item 9.01.  Financial Statements and Exhibits.
 
(c)
Exhibits.
 
 
Exhibit No.
  
Description of Exhibit
       
 
10.1
  
Letter agreement, dated October 24, 2006, between the Registrant and Dr. Arol I. Buntzman.

 
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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.
 

 
EVCI CAREER COLLEGES HOLDING CORP.
     
     
     
Dated: October 25, 2006
By:
/s/ Dr. John J. McGrath
   
Name: Dr. John J. McGrath
   
Title:   Chief Executive Officer and President


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EXHIBIT INDEX
 
 
 
Exhibit No.
Description of Exhibit
 
 
10.1
Letter agreement, dated October 24, 2006, between the Registrant and Dr.Arol I. Buntzman.
 

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