Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): August 18, 2010
___________________
Lyris, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| Delaware | 1-10875 | 01-0579490 |
| (State or other | (Commission File Number) | (I.R.S. Employer |
| jurisdiction of incorporation) | Identification Number) | |
| 6401 Hollis St., Suite 125 | ||
| Emeryville, CA | 94608 | |
| (Address of principal | (Zip code) | |
| executive offices) | ||
Registrant's
telephone number, including area code: (800) 768-2929
Not
Applicable
(Former name or former address if changed since last report)
(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:
|
|
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 CFR 240.14a-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
240.13e-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 19, 2010, Lyris, Inc.
(“Company”) issued a press release announcing that Luis A. Rivera has resigned
from his positions as President and Chief Executive Officer of the Company, and
the board of directors (“Board”) has appointed Wolfgang Maasberg as the
Company’s new Chief Executive Officer and President and as a member of the
Board. The resignation and the appointment occurred on August 18, 2010. Mr.
Rivera will continue to serve as a member of the Board.
Mr. Maasberg, 38, has served as Vice
President Sales, Americas, of the Omniture business unit at Adobe Systems, Inc.
since its January 2010 acquisition of Omniture, Inc. From May 2005 to January
2010, Mr. Maasberg served in various senior sales management positions at
Omniture, including most recently as Senior Vice President Sales, Americas. Mr.
Maasberg began his career at Dell Computer Corp in 1997. In 2000 he joined FIT
Technologies as Vice President of Sales. Prior to Omniture he held sales and
sales leadership responsibilities at Coremetrics (recently acquired by IBM)
where he finished as Regional Vice President of Sales, North
America.
The Company entered into an
Executive Employment Agreement with Mr. Maasberg, dated August 18, 2010
(“Employment Agreement”), under which Mr. Massberg will receive an annual salary
of $350,000, and is eligible for a target annual bonus of $100,000 in 2011 (of
which $30,000 is a guaranteed bonus). Mr. Maasberg will also receive a sign-on
bonus of $10,000 per month for the first 18 months of his employment, and
relocation payments. The Company granted Mr. Maasberg an option to purchase
1,500,000 shares of Company common stock at an exercise price of $0.33 per
share, and an award of 4,500,000 restricted stock units. The awards were made
pursuant to the Company’s 2005 Equity-Based Compensation Plan and vest over four
years. The Employment Agreement has a term of three years, with automatic
renewal for one-year terms unless cancelled. The foregoing description of the
Employment Agreement is a summary and does not purport to be complete, and
therefore is qualified in its entirety by reference to the agreement, a copy of
which is attached to this report as an exhibit.
The Company also entered into an
agreement with Mr. Rivera, dated August 18, 2010, pursuant to which the Company
extended the post-termination exercise period of Mr. Rivera’s existing option to
purchase 3,600,000 shares of Company common stock from 90 days to one year. The
Company also agreed to repurchase 170,000 shares of Company common stock from
Mr. Rivera at a purchase price of $0.33 per share. The foregoing description of
this agreement is a summary and does not purport to be complete, and therefore
is qualified in its entirety by reference to the agreement, a copy of which is
attached to this report as an exhibit.
On August 18, 2010, the Compensation
Committee of the Board adopted a new form of Restricted Stock Unit Award
Agreement under the Plan, a copy of which is attached as an exhibit to this
report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
99.1 Executive
Employment Agreement between Lyris, Inc. and Wolfgang Maasberg, dated August 18,
2010
99.2 Agreement
between Lyris, Inc. and Luis A. Rivera, dated August 18, 2010
99.3 Form of
Restricted Stock Unit Award Agreement for use under the Lyris, Inc. 2005
Equity-Based Compensation Plan
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.
| Lyris, Inc. | |||
| By: | /s/ Heidi L. Mackintosh | ||
| Name: | Heidi L. Mackintosh | ||
| Title: | Chief Financial Officer | ||
Date: August
19, 2010