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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): September 9, 2024
DZS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware000-3274322-3509099
(State or Other Jurisdiction
of Incorporation)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
5700 Tennyson Parkway, Suite 400
Plano, TX 75024
(Address of Principal Executive Offices, Including Zip Code)
(469) 327-1531
(Registrant’s Telephone Number, Including Area Code)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueDZSIThe Nasdaq Stock Market LLC
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 o
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. o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2024, the Board of Directors (the “Board”) of DZS Inc. (the “Company”) elected Brian Chesnut to serve as the Company’s interim Chief Financial Officer. Mr. Chesnut will also continue in his role as the Company’s Chief Accounting Officer. The Board removed Misty Kawecki as the Company’s Chief Financial Officer at such time. Mr. Chesnut, age 46, brings to the Company nearly 15 years of accounting leadership experience. The Board and Ms. Kawecki also agreed to amend her employment agreement with the Company (the “Amended Employment Agreement”), which is discussed in greater detail below.
Mr. Chesnut has served as Chief Accounting Officer of the Company since April 22, 2024. Prior to joining the Company, Mr. Chesnut was the Vice President and Head of Corporate Accounting for Continental Battery Systems (“Continental”) from 2022 to 2024, where he helped manage $1 billion in revenue for Continental’s U.S. and Canadian divisions, led a successful Enterprise Resource Planning implementation to combine seven legacy companies and established internal controls to improve financial statement reporting. Mr. Chesnut also served in various senior management roles with several public companies which included Jacobs Engineering from 2019 to 2022, where he designed and implemented a consolidation process to improve reporting on $1.5 billion in revenue from Jacobs’ joint ventures. Mr. Chesnut received his Masters of Accounting from the University of Utah along with dual Bachelors degrees in Accounting and Finance. He is a Certified Public Accountant (CPA). He is licensed in the states of Texas and Utah.
The Amended Employment Agreement provides that Ms. Kawecki will receive certain compensation in the event that she resigns for “good reason” or her employment is terminated by the Company for any reason other than by reason of death, disability or “cause” (each, a “Qualifying Termination”). In the event Ms. Kawecki’s employment is terminated by reason of a Qualifying Termination, Ms. Kawecki will be entitled to receive (i) her base salary through the date of termination, reimbursable business expenses in accordance with company policies, and any accrued, vested benefits, in each case to the extent not previously paid, (ii) (x) salary continuation payments of six (6) months based upon Ms. Kawecki’s annual salary as in effect immediately prior to the date of termination, plus (y) Ms. Kawecki’s bonus for the quarter in which the termination occurs based on actual Company performance, and (iii) the Company will pay her COBRA coverage for the twelve month period following the date of termination, should she elect COBRA continuation coverage of medial and/or dental benefits.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
There were no arrangements or understandings between Mr. Chesnut and any other person pursuant to which Mr. Chesnut was appointed as an officer of the Company. There are no family relationships between Mr. Chesnut and any director or executive officer of the Company, and he has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. No material changes have been made to Mr. Chesnut’s compensation in connection with his appointment as interim Chief Financial Officer.
On September 13, 2024, the Company issued a press release announcing Mr. Chesnut’s appointment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
 
10.1
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
Date: September 13, 2024DZS Inc.
 
By:/s/ Justin Ferguson
Justin Ferguson
Chief Legal Officer

Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT 
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of September 12, 2024 (the “Amendment Effective Date”), by and between DZS Inc. (the “Company”), and Misty Kawecki (the “Executive”), collectively, the “Parties.”
WHEREAS, the Company and Executive entered into that certain Employment Agreement (the “Agreement”) dated August 2, 2021, and 
WHEREAS, the Parties desire to amend Paragraph 8(b) of the Agreement in the manner reflected herein, and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved the Amendment to the Agreement in the manner reflected herein. 
NOW THEREFORE, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date: 
1.    Compensation in the event of Termination. The first sentence of Paragraph 8(b) of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement): 
“In the event Executive’s employment is terminated pursuant to Section 7(a)(iv) or (v), Executive shall be entitled to receive, as her sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled, (ii) (x) salary continuation payments of six (6) months of Executive’s Annual Salary as in effect immediately prior to the date of termination, plus (y) a lump sum amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which such amounts shall be paid in exchange for a standard release of claims and (iii) if the Executive elects COBRA continuation coverage of medical and/or dental benefits and payments for the twelve (12) months following the date of termination, Company will pay such COBRA employee premiums only after the Executive has signed and returned all required COBRA Election forms within the time frame outlined in the applicable COBRA packet (subject to the terms noted below).”
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2.    Restrictive Covenant. Paragraph 11(a) of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement): 
“(a) During the term of Executive’s employment with the Company, and for a period of six (6) months immediately following the termination of such employment (the “Non-Competition Restricted Period”), Executive will not, directly or indirectly, for Executive’s own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in the Business (as defined below), (ii) own, finance, or invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive performed for the Company at any time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii), or (iii) in the Restricted Territory (as defined below).”
3.    Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument. 
4.    Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date. 
 
DZS INC.EXECUTIVE
By:     /s/ Charlie Vogt    
Name: Charlie Vogt
Title: Chief Executive Officer
/s/ Misty Kawecki
Misty Kawecki

                        


        
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Exhibit 99.1

DZS Announces CFO Departure
Misty Kawecki to step down as CFO in September; Brian Chesnut to become interim CFO
DALLAS, Texas, USA, Sept. 13, 2024 – DZS (OTC: DZSI), a developer of Networking and Connectivity solutions enabling broadband everywhere, today announced that Chief Financial Officer (CFO) Misty Kawecki will step down at the end of September following the successful completion of the company’s financial restatement.
“The Board of Directors and I appreciate Misty guiding us through the completion of our restatement process,” said Charlie Vogt, President and CEO, DZS. “With the restatement now behind us, and our regional go-to-market strategy squarely focused on North America, EMEA and ANZ following the divestiture of the Asia business and our acquisition of NetComm, we must turn the page and focus on a new chapter leveraging the industry’s most advanced networking and connectivity solutions.”
In April 2024, DZS appointed Brian Chesnut as Chief Accounting Officer (CAO). Mr. Chesnut joined DZS from Continental Battery, a ~$1 billion market leading battery systems company. He received his Master’s of Accounting from the University of Utah along with dual Bachelor’s degrees in Accounting and Finance. He is a Certified Public Accountant (CPA). He is licensed in the states of Texas and Utah.
Mr. Chesnut has been named the interim Chief Financial Officer.
“It has been a dynamic market environment over the past several years fueled and impacted by the Covid pandemic,” said Misty Kawecki. “I am grateful to have had the opportunity to lead a committed finance team that persevered through multiple acquisitions, a global ERP implementation and financial restatement. Charlie is a visionary with valuable relationships that span the broadband industry, and I am grateful to have worked alongside such a committed and resilient leader as well as his talented management team.”
About DZS
DZS Inc. (OTC: DZSI) a developer of Networking and Connectivity solutions enabling broadband everywhere.
DZS, the DZS logo, and all DZS product names are trademarks of DZS Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change.
This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. DZS undertakes no obligation to update or revise any forward-looking statements for any reason.


For further information see: www.DZSi.com
DZS on Twitter: https://twitter.com/dzs_innovation
DZS on LinkedIn: https://www.linkedin.com/company/DZSi/
Investor Inquiries:
Geoff Burke, SVP Marketing and Investor Relations
Email: IR@dzsi.com

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Cover
Sep. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 09, 2024
Entity Incorporation, State or Country Code DE
Entity Registrant Name DZS INC.
Entity File Number 000-32743
Entity Tax Identification Number 22-3509099
Entity Address, Address Line One 5700 Tennyson Parkway, Suite 400
Entity Address, City or Town Plano
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75024
City Area Code 469
Local Phone Number 327-1531
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol DZSI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001101680
Amendment Flag false
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