Current Report Filing (8-k)
12 April 2018 - 6:12AM
Edgar (US Regulatory)
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): April 10, 2018
EVINE Live Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
|
|
001-37495
|
|
41-1673770
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(Registrant’s telephone number,
including area code)
Not applicable
(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:
|
¨
|
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))
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On April 10, 2018,
we appointed Diana Purcel to serve as our new Chief Financial Officer, effective as of April 16, 2018. Most recently, Ms. Purcel
was the Chief Financial Officer of Cooper’s Hawk Winery & Restaurants, a privately-held/private equity-sponsored restaurant
concept based in Chicago, Illinois, from September 2014 to June 2017. Prior to joining Cooper’s Hawk, Ms. Purcel served as
the Chief Financial Officer of Famous Dave’s of America, Inc., a publicly-held restaurant company and franchisor based in
Minnetonka, Minnesota, from November 2003 to July 2014. Prior to that, she was the Chief Financial Officer of Paper Warehouse,
Inc., a publicly held party-goods retailer and franchisor, from 1998 to 2003.
In connection with
her employment, Ms. Purcel: (i) will receive an annual base salary of $350,000, (ii) will be eligible for annual cash discretionary
bonuses targeted at 60% of her annual salary with a maximum annual cash discretionary bonus equal to 120% of her annual salary,
(iii) will receive sign-on equity incentive awards consisting of options to purchase 50,000 shares of common stock and 50,000 restricted
stock units, all of which vest over a three-year period beginning on April 16, 2018, and (iv) will be eligible to receive equity
incentive awards in 2019 with a grant date fair market value equal to 85% of her base salary consisting of stock options and performance
stock units. This is a summary of Ms. Purcel’s offer letter, a copy of which is filed as Exhibit 10.3 hereto and incorporated
by reference in Item 5.02 of this Current Report on Form 8-K.
On April 11,
2018, we entered into a Transition and Separation Agreement with Timothy A. Peterman, our Executive Vice President, Chief
Operating Officer and Chief Financial Officer, whereby his position as Chief Financial Officer will terminate effective April
16, 2018 and he will serve as a non-officer employee until June 1, 2018. Pursuant to our Executives’ Severance Benefit
Plan, Mr. Peterman will receive severance in the amount of 1.25 times his annualized base salary paid in a lump sum within 30
days of his separation from service from our company. We will also continue to pay the company portion of his health, dental
and life insurance benefits for 15 months. This is a summary of the Executives’ Severance Benefit Plan and Transition
and Separation Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference in Item
5.02 of this Current Report on Form 8-K.
A copy of the press
release announcing Ms. Purcel’s appointment is furnished as Exhibit 99.1 to this report.
Item 9.01.
|
Financial Statements and Exhibits.
|
The following exhibits are being filed
with this Current Report on Form 8-K.
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Executives’ Severance Benefit Plan, dated July 25, 2016 (incorporate by reference to the Registrant's Current Report on Form 8-K, filed on July 27, 2016, File No. 001-37495)
|
|
|
|
10.2
|
|
Transition and Separation Agreement, dated April 11, 2018, by and between the Registrant and Timothy J. Peterman
|
|
|
|
10.3
|
|
Employment Offer Letter, dated April 11, 2018, by and between the Registrant and Diana Purcel
|
|
|
|
99.1
|
|
Press Release, dated April 11, 2018
|
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 hereto duly authorized.
Date: April 11, 2018
|
EVINE Live Inc.
|
|
|
|
|
|
By:
|
|
/s/
Andrea M.
Fike
|
|
|
|
Andrea M. Fike
General Counsel
|
EXHIBIT INDEX
No.
|
|
Description
|
|
|
|
10.1
|
|
Executives’ Severance Benefit Plan, dated July 25, 2016 (incorporate by reference to the Registrant's Current Report on Form 8-K, filed on July 27, 2016, File No. 001-37495)
|
|
|
|
10.2
|
|
Transition and Separation Agreement, dated April 11, 2018, by and between the Registrant and Timothy J. Peterman
|
|
|
|
10.3
|
|
Employment Offer Letter, dated April 11, 2018, by and between the Registrant and Diana Purcel
|
|
|
|
99.1
|
|
Press Release, dated April 11, 2018
|
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jul 2023 to Jul 2024