Attached files
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| EX-10.1 - CYBERDEFENDER CORP | v193571_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): January 19,
2010
CYBERDEFENDER
CORPORATION
(Exact
name of Company as specified in Charter)
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California
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333-138430
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65-1205833
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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617
West 7th Street, Suite 401
Los
Angeles, California 90017
(Address
of Principal Executive Offices)
213-689-8631
(Issuer
Telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company 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
CFR240.14a-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
240.13(e)-4(c))
EXPLANATORY
NOTE
On January 20, 2010, we filed a Current
Report on Form 8-K reporting the resignation of Bennet Van de Bunt from, and the
appointment of Luc Vanhal to, our board of directors effective January 1, 2010,
and our entry into an indemnification agreement with Luc Vanhal on the same
date. We are filing this amendment in order to clarify that (i) Mr.
Vanhal’s appointment to our board of directors became effective on the date when
management received a fully executed unanimous written consent of our board of
directors consenting to his appointment, which occurred on January 19, 2010, and
(ii) that Mr. Van de Bunt intended his resignation to coincide with Mr. Vanhal’s
appointment to our board, because Mr. Vanhal was replacing Mr. Van de Bunt as
the director designee of GR Match LLC (“GRM”) pursuant to GRM’s right to appoint
one director under the Media and Marketing Services Agreement, dated as of March
24, 2009, between GRM and CyberDefender Corporation. Accordingly,
this amended Current Report discloses that the effective date of Mr. Van de
Bunt’s resignation from, and Mr. Vanhal’s appointment to, our board of
directors, and Mr. Vanhal’s indemnification agreement, is January 19,
2010.
Item
1.01 Entry into a Material Definitive
Agreement
The
following discussion provides only a brief description of the agreement
described below. The discussion is qualified in its entirety by the
full text of the agreement. References herein to “we”, “us” or “our”
refer to CyberDefender Corporation.
Effective
January 19, 2010, we entered into an Indemnification Agreement (the
“Indemnification Agreement”) with Luc Vanhal, who was also appointed as a
director on the same date. The Indemnification Agreement requires us
to indemnify Mr. Vanhal for expenses (including attorneys’ fees, expert fees, other professional fees and court costs, and fees and
expenses incurred in connection with any appeals), judgments (including punitive
and exemplary damages), penalties, fines and amounts paid in settlement incurred
by him in connection with any threatened, pending or completed action or
proceeding (including actions brought on our behalf, such as shareholder
derivative actions), whether civil, criminal, administrative or investigative,
to which he is or was a party, a witness or other participant (or is threatened
to be made a party, a witness or other participant) by reason of the fact that
he is or was a director, officer, employee or agent of ours. We must
advance the costs of the fees and expenses within 5 days following the delivery
of a written request from Mr. Vanhal. Mr. Vanhal has agreed to
promptly repay the advances only if, and to the extent that, it is ultimately
determined by the court that he is not entitled to the indemnity. We
are not obligated to provide indemnification pursuant to the terms of the
Indemnification Agreement
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·
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for
any acts or omissions or transactions from which a director may not be
relieved of liability under the California General Corporation Law; or for
breach by Mr. Vanhal of any duty to us or our shareholders as to
circumstances in which indemnity is expressly prohibited by
Section 317 of the California General Corporation Law;
or
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·
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with
respect to proceedings or claims initiated or brought voluntarily by Mr.
Vanhal not by way of defense, (except with respect to proceedings or
claims brought to establish or enforce a right to indemnification)
although such indemnification may be provided if our board of directors
has approved the initiation or bringing of such proceeding or claim;
or
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·
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with
respect to any proceeding instituted by Mr. Vanhal to enforce or interpret
the Indemnification Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Mr. Vanhal in such
proceeding was not made in good faith or was frivolous;
or
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·
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for
expenses or liabilities of any type whatsoever which have been paid
directly to Mr. Vanhal by an insurance carrier under a policy of
directors’ and officers’ liability insurance maintained by us;
or
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·
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for
expenses and the payment of profits arising from the purchase and sale by
Mr. Vanhal of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor
statute.
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All of
the obligations under the Indemnification Agreement will continue as long as Mr.
Vanhal is subject to any matter which is the subject of the Indemnification
Agreement, notwithstanding his termination of service as a
director.
Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
January 19, 2010, Mr. Bennet Van de Bunt resigned as a director. Mr.
Van De Bunt’s resignation was not as the result of a disagreement with us on any
matter relating to our operations, policies or practices.
Effective
January 19, 2010, our board of directors appointed Mr. Luc H. Vanhal as a
director. Mr. Vanhal is currently Chief Financial Officer and Chief
Operating Officer of Guthy-Renker, a $1.5 billion USD company active in direct
marketing of a wide variety of consumer products. Mr. Vanhal has been
in that position since July 2005. From April 2004 to June 2005, Mr. Vanhal
served as Chief Operating Officer of Belkin Corporation, a provider of
connectivity solutions. From January 2001 to April 2004, Mr. Vanhal served as
President and Chief Operating Officer, and from February 1999 to January 2001 as
Chief Financial Officer, of Vivendi Universal Games Inc., a global developer,
publisher and distributor of multi-platform interactive entertainment. From June
1990 to February 1999, Mr. Vanhal held several positions at The Walt Disney
Company, including Chief Financial Officer for the Worldwide Consumer Products
Division from 1997 to 1999. Mr. Vanhal holds a B.A. and an M.B.A. from the
University of Leuven, Belgium.
From June
2003 through June 2009, Mr. Vanhal served as a member of the board of directors
of Viewsonic Inc., and chair of its Audit Committee.
Mr.
Vanhal was selected as a director of CyberDefender pursuant to CyberDefender’s
obligation under Section 1.5 of the Media and Marketing Services Agreement,
dated March 24, 2009 (the “Media Agreement”) between CyberDefender and GR Match,
LLC (“GR Match”). Mr. Vanhal has not been and is not expected to be
named to any committee of our board of directors.
The
information regarding Mr. Vanhal’s Indemnification Agreement is incorporated
herein by this reference.
Item 9.01 Financial
Statements and Exhibits.
Exhibit
10.1 Indemnification Agreement between
CyberDefender Corporation and Luc Vanhal.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this Current Report on Form 8-K/A to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August
12, 2010
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CYBERDEFENDER
CORPORATION
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By:
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/s/
Gary Guseinov
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Gary
Guseinov, Chief Executive Officer
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