- Current report filing (8-K)
16 December 2011 - 4:56AM
Edgar (US Regulatory)
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): December 9, 2011
(Exact name of registrant as specified in its charter)
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Delaware
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0-29020
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75-2528700
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3701 W. Plano Parkway, Suite 300
Plano, Texas 75075
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(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (972) 488-7200
(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 (
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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
Item 5.02(e) Compensatory Arrangements of Certain Officers
Employment Agreement
ViewCast.com,
Inc. (the Company) entered into an employment agreement effective December 14, 2011 with John C. Hammock as the President and Chief Executive Officer of the Company. Mr. Hammock joined the Company in February 2010 as Vice
President of Sales and became President and Chief Operating Officer in July 2011. The employment agreement has an eighteen (18) month term and is effective through August 13, 2013 (the Initial Term). The employment agreement
shall be automatically renewed for additional one (1)-year terms (each a Renewal Term) upon the expiration of the Initial Term or any Renewal Term until (i) notice to the executive is given by the Company that it has elected to
discontinue the extensions; or (ii) notice is given by the executive to the Company that he has elected to discontinue the extensions. On the date on which such a notice is deemed given, the Renewal Term shall be converted to a fixed period of
one (1) year ending on the day before the first
(1
st
) anniversary of such date. The employment
agreement provides (i) for annual base compensation of $215,000, subject to increase at the discretion of the Board of Directors of the Company (the Board); (ii) for incentive compensation deemed appropriate for the position,
at our Boards discretion, which may be earned for each calendar year, and (iii) for a twelve (12) month non-compete and non-solicitation period upon termination of employment.
Mr. Hammocks employment agreement also provides for a bonus opportunity under the Companys 2011
Executive Incentive Compensation Plan (Plan) for Mr. Hammock which the Company originally adopted effective July 13, 2011 and incorporated into his employment agreement effective December 14, 2011. This Plan provides for
the Company to pay Mr. Hammock 15% of base salary if quarterly revenue and profit goals are met, and 15% of annual base salary if annual revenue and profit goals are met for a projected annual bonus of $64,500 if 100% of target goals are met.
If the target goals are exceeded, the bonus is adjusted in a linear fashion for performance above 100%, with a cap of 150% in the case of the profit component of the target. In order to receive these payments, Mr. Hammock must be employed by
the Company on the date paid.
Under the employment agreement, Mr. Hammock will be entitled to
(i) the continuation of his salary for twelve (12) months, (ii) payment of any bonus under a quarterly or annual bonus plan earned by him through the termination date and (iii) the reimbursement for six (6) months of COBRA
premiums if employment is terminated by ViewCast without cause or by the employee due to a significant change in the nature and scope of the authority, powers, functions, benefits or duties attached to their position. In the event that
Mr. Hammocks employment is terminated following a change in control of the Company (as defined in the employment agreement), he will be entitled to (i) a lump sum amount equal to six (6) months of annual salary plus, beginning
six (6) months after termination, continuation of salary for six (6) months and (ii) payment of any bonus under a quarterly or annual bonus plan earned by him through the termination date.
This description of the employment agreement is qualified in its entirety by reference to the employment agreement, which
is filed as Exhibit 10.55 to this report and is incorporated herein by reference.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(c)
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On December 9, 2011, the Board appointed John C. Hammock President and Chief Executive Officer of the Company. Mr. Hammock, age 48, joined
the Company in February 2010 as Vice President of Sales and in July 2011 became President and Chief Operating Officer.
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In connection with the appointment of Mr. Hammock as Chief Executive Officer, George C. Platt will relinquish his role as interim Executive Chairman but will remain as Chairman of the Board.
Mr. Platt, age 70, had been Executive Chairman of the Company since July 2011 and had served as Chairman of the Board since May 2008. Mr. Platt had earlier been Chief Executive Officer of the Company until his retirement from that position
in May 2008.
(d)
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On December 9, 2011, ViewCast.com, Inc. announced the appointment of Christina Hanger, Lance E. Ouellette and John C. Hammock to the Board.
Mr. Ouellette is the stepson of H.T. Ardinger, Jr., a principal stockholder of the Company. As of the date of this report, the Company has not determined the committees of the Board on which the new appointees will serve.
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A copy of the Companys press release dated December 15, 2011 is furnished as Exhibit 99.1 to
this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.55
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Employment Agreement by and between ViewCast.com, Inc. and John C. Hammock effective December 14, 2011.
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99.1
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Press release dated December 15, 2011.
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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.
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VIEWCAST.COM, INC.
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Date: December 15, 2011
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By:
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/s/ Laurie L. Latham
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Laurie L. Latham
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.55
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Employment Agreement by and between ViewCast.com, Inc. and John C. Hammock effective December 14, 2011.
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99.1
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Press release dated December 15, 2011.
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