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): August 18, 2014
RIGHTSCORP,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55097 |
|
33-1219445 |
(State or other
jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification Number) |
3100
Donald Douglas Loop North
Santa
Monica, CA 90405
(Address
of principal executive offices) (zip code)
310-751-7510
(Registrant’s
telephone number, including area code)
Copies
to:
Gregory
Sichenzia, Esq.
Jeff
Cahlon, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York, New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
(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 (see General Instruction A.2. below):
[ ] 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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
August 18, 2014, Christopher Sabec resigned as President and Robert Steele was elected President of Rightscorp, Inc. (the “Company”).
Mr. Sabec will remain as the Company’s Chief Executive Officer and director.
Mr.
Steele has served as the Company’s Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and director
since October 2013 and previously served in such positions for the Company’s operating subsidiary Rightscorp, Inc., which
he is co-founder of. Mr. Steele has more than twenty years experience as a technology entrepreneur. He designed and managed the
development of our technology. He has seven years experience as the CEO of two technology companies in the mobile and digital
imaging space. From March 2007 to December 2010, Mr. Steele was President and CEO of Steele Consulting where he provided consulting
services to various public and private companies in the media, entertainment, business process outsourcing and green technology
space.
From
January 2003 to March 2007, Mr. Steele was the Chief Executive Officer, President, and Chairman of the Board of Directors of Quintek
Technologies, Inc. a publicly traded company providing Business Process Outsourcing services to Fortune 500 companies. While at
Quintek, Mr. Steele grew the company’s revenues by more than 600% and supervised a two-year contract with GMAC to process
35 million pages of loan documents. Prior to joining Quintek, in 1999, Mr. Steele founded iBrite, a mobile information software
company in Reston, Virginia, and from May 1999 through June 2001 served as its Chief Executive Officer. The company established
contractual partnerships with AOL and Global Knowledge to provide technology for delivering sophisticated content to mobile devices.
From 1988 through 1998, Mr. Steele served as Corporate Vice President & Chief Technology Officer for CADD Microsystems, Inc.
(CMI), currently the leading provider of Autodesk Computer Aided Design software, consulting, training, and integration services
in the Washington, DC metropolitan area. During his time at CMI, Mr. Steele sold and supervised significant systems integration
contracts with clients such as Lucent Technologies, Long Airdox Mining (Division of the Fortune 500 Berkshire Hathaway), ABB,
GSA (General Services Administration), FAA (Federal Aviation Administration), FBI, and NRO (National Reconnaissance Office). Mr.
Steele received a Bachelor of Science in Electronic and Computer Engineering from George Mason University in 1988.
On
August 18, 2014, Brett Johnson was elected Chairman of the Company’s Board of Directors. Brett Johnson has served as a director
of the Company since October 2013 and previously served as a director of the Company’s operating subsidiary Rightscorp,
Inc. Since 2005, Mr. Johnson has been the CEO of Benevolent Capital Partners and Advisors, a private equity and consulting company
with investments in real estate, manufacturing and consumer brands, including Octagon Partners, Enzymatics, TerraCycle, and ClearPlex.
From
2010 to August 2012, Mr. Johnson was the CEO and President of Forward Industries (NASDAQ: FORD). Forward Industries designs, sources,
markets and distributes accessories for the handheld consumer electronic product industry, including smartphones, tablets, notebook
computers and medical monitoring and diagnostic equipment.
From
2001 to 2004, Mr. Johnson was the president of Targus, the leading global provider of mobile computing solutions with sales of
$545 million. From 1998 to 2009, Mr. Johnson served as an executive director on Targus Group International’s (Targus) board
of directors. With offices in 36 geographies and sales in 145 countries, Targus designs and markets a broad range of notebook
carrying cases and accessories for mobile computing consumers. Prior to his promotion to president of Targus, Mr. Johnson served
as managing director of Targus EMEA (Europe, Middle East and Africa) and AsiaPacific from 1997 to 2001 and resided in London,
UK.
Mr.
Johnson is a member of the Board of Directors of Blyth Inc. (NYSE: BTH). Blyth is a $1 billion direct to consumer sales company
and leading designer and marketer of accessories for the home and health & wellness products. Mr. Johnson is a member of the
Young Presidents Organization (YPO) and earned a bachelor’s degree from Brown University and an Executive Masters of Business
Administration (EMBA) from Pepperdine University. Mr. Johnson is a member of the Board of Trustees for Choate Rosemary Hall and
is a Senior Fellow in Entrepreneurship and a member of the Board of Visitors for the Graziadio School of Business at Pepperdine
University. Mr. Johnson resides in Venice, California, with his wife, Adrienne, and their daughter, Amelie. Mr. Johnson’s
business executive experience qualifies him to serve on the Company’s board of directors.
Item
8.01 Other Events.
On
August 21, 2014, the Company issued a press release regarding Mr. Steele’s election as President and Mr. Johnson’s
election as Chairman. A copy of the press release is attached hereto as Exhibit 99.1
Item
9.01 - Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release
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.
|
RIGHTSCORP,
INC. |
|
|
|
Dated: August
22, 2014 |
By: |
/s/
Christopher Sabec |
|
Name: |
Christopher Sabec |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Rightscorp
Broadens Board Governance and Management Structure
-Names
Brett M. Johnson as Chairman of the Board
-Appoints
Chief Operating Officer Robert Steele as President
Santa
Monica, Calif. – August 21, 2014 – Rightscorp (OTCQB: RIHT), the leading provider of monetization services for artists
and holders of copyrighted Intellectual Property (IP), is pleased to announce changes to its Board and management structure, effective
immediately. Rightscorp has named its independent Board Member Brett M. Johnson as Chairman. In addition, the Company appointed
its current Chief Operating Officer, Robert Steele, as President.
Christopher
Sabec, CEO of Rightscorp, commented, “We are broadening our Board and appointing our independent Director as Chairman.
This will allow the Board to better serve the shareholders as Brett will be able to hold management accountable from an unbiased
standpoint.”
Mr.
Sabec continued, “As Co-Founder of Rightscorp, Robert has developed a great majority of the Company’s patent pending
technology and been instrumental in the rollout and success of our business. Holding the executive position as President will
allow him to better represent the Company with Internet Service Providers (ISPs), our clients, and our shareholders.”
Brett
joins as the Chairman of the Board with extensive public, private and non-profit Board Member experience, and has demonstrated
experience and success managing all operational disciplines. He has an exceptional track record growing companies globally through
sales, marketing, team building, product introductions, customer development and international expansion. In 2005, he founded
Benevolent Capital Partners, a $50 million private equity and consulting company providing capital and operational expertise with
investments in real estate, manufacturing and consumer brands, including Yak Pak, TerraCycle and Octagon Partners.
From
2010 to August 2012, Brett was the CEO and President of Forward Industries (NASDAQ: FORD). Forward Industries designs, sources,
markets and distributes accessories for the handheld consumer electronics industry, including smartphones, tablets, notebook computers
and medical monitoring and diagnostic equipment. Prior to that, Brett served as Executive Director of the Board and Managing Director
before being appointed as President of Targus, the leading global provider of mobile computing solutions with sales of $545 million.
Brett has a bachelor’s degree from Brown University and an Executive Masters of Business Administration (EMBA) from Pepperdine
University. Brett is a graduate of the Harvard Business School’s President’s Program in Leadership and a member of
the Young President’s Organization (YPO).
About
Rightscorp, Inc.
Rightscorp
(OTCQB: RIHT) is a leading provider of monetization services for artists and holders of copyrighted Intellectual Property (IP).
The Company’s patent pending digital loss prevention technology focuses on the infringement of digital content such as music,
movies, software, books and games and ensures that owners and creators are rightfully paid for their IP. Rightscorp implements
existing laws to solve copyright infringements by collecting payments from illegal file sharing activities via notifications sent
through Internet Service Providers (ISPs). The Company’s technology identifies copyright infringers, who are offered a reasonable
settlement option when compared to the legal liability defined in the Digital Millennium Copyrights Act (DMCA). Based on the fact
that 22% of all Internet traffic is used to distribute copyrighted content without permission or compensation to the creators,
Rightscorp is pursuing an estimated $2.3 billion opportunity and has monetized major media titles through relationships with industry
leaders. http://www.rightscorp.com/
Safe
Harbor Statement
This
press release may include forward-looking statements. All statements other than statements of historical fact included in this
press release, including, without limitation, statements regarding the Company’s anticipated financial position, business
strategy and plans and objectives of management of the Company for future operations, are forward-looking statements. When used
in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” and similar expressions, as they relate to the Company or its management, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and
information currently available to the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors not limited to, general economic and business conditions, competitive
factors, changes in business strategy or development plans, the ability to attract and retain qualified personnel, and changes
in legal and regulatory requirements. Such forward-looking statements reflect the current views of the Company with respect to
future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity of the Company. All subsequent written and oral forward-looking statements attributable to the Company
or persons acting on its behalf are expressly qualified in their entirety by this paragraph.
For further
investor and media information contact:
Andrew Haag
Managing
Partner
IRTH Communications
rightscorp@irthcommunications.com
1-866-976-4784
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