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)
June 16, 2011
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 0-28009 | 33-0442860 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 900 East Hamilton Ave. Campbell, CA |
95008 | |
| (Address of principal executive offices) | (Zip Code) | |
(408) 626-3800
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective June 16, 2011, Rainmaker Systems, Inc. (the “Company”) appointed Chuck Geiger to its Board of Directors as a Class II director. Mr. Geiger is currently Chief Technology Officer at Chegg, an online textbook rental company. Mr. Geiger brings more than 20 years of experience running technology and product organizations at some of the largest online e-commerce sites in the world, including serving as Chief Technology Officer at PayPal, Ask.com, and Wine.com, as well as VP of Product Development at eBay and other senior-level positions at Travelocity and Texas Instruments. The appointment increases the Company’s Board to seven members. Mr. Geiger’s candidacy to continue as a Board member upon expiration of his term next year will be subject to the approval of stockholders at the Company’s annual stockholder meeting in 2012. In accordance with the Company’s 2003 Stock Incentive Plan, Mr. Geiger received a grant of 20,000 stock options on June 16, 2011, with an exercise price equal to the closing market price of the Company’s stock on the date of grant. Additionally, Mr. Geiger will receive monthly board fees of $4,167 for each month of service as a director and is also eligible to receive future stock compensation for his service in accordance with the Company’s 2003 Stock Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAINMAKER SYSTEMS, INC. | ||||
| (Registrant) | ||||
| June 16, 2011 |
/s/ Timothy Burns | |||
| Date | (Signature) | |||
|
By: Timothy Burns Title: Chief Financial Officer | ||||