Attached files
| file | filename |
|---|---|
| EX-10.2 - EMPLOYMENT AGREEMENT - root9B Holdings, Inc. | rtnb_ex102.htm |
| EX-99.1 - PRESS RELEASE - root9B Holdings, Inc. | rtnb_ex991.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - root9B Holdings, Inc. | rtnb_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 22, 2016
|
root9B Technologies, Inc.
|
|
(Exact
Name of Registrant as Specified in Its Charter)
|
|
Delaware
|
|
000-50502
|
|
20-0443575
|
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
4521 Sharon Road, Suite 300
Charlotte, North Carolina
|
|
28211
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code:
(704) 521-8077
N/A
(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):
☐ 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 November 22, 2016, the Board of Directors (the
“Board”) of root9B Technologies, Inc. (the
“Company”) appointed William Hoke as the
Company’s Chief Financial Officer, effective
immediately.
Mr. Hoke, age 55, joins the Company from Road Machinery, Inc.,
where he served as Chief Financial Officer since June 2008. During
2007 and 2008, Mr. Hoke served as the Vice President of Finance and
Interim Chief Financial Officer of Mesa Air Group, Inc. (formerly
NASDAQ: MESA). Prior to Mesa, Mr. Hoke served as the North American
Vice President of Finance for Insight Enterprises, Inc. (NASDAQ
NSIT), a global provider of IT hardware, software, and service
solutions to business, government, healthcare and educational
clients. Mr. Hoke holds a BS in Accounting from the University of
Northern Iowa and is a Certified Public Accountant.
On November 22, 2016, the Company and Mr. Hoke entered into an
employment agreement (the “Hoke Agreement”). Pursuant
to the terms of the Hoke Agreement, Mr. Hoke will serve as the
Company’s Chief Financial Officer for a term of two years,
which term may be extended under mutually agreed upon terms and
conditions. Mr. Hoke will be paid an annual base salary of $225,000
and will be eligible to participate in the Company’s
discretionary bonus program. Subject to approval of the Board or
the Compensation Committee of the Board, Mr. Hoke is expected to
receive options to purchase up to 300,000 shares of the
Company’s common stock under the Company’s 2008 Stock
Incentive Plan, with one-third vesting on the date of the grant,
one-third vesting on November 22, 2017, and one-third vesting on
November 22, 2018. The options will have an exercise price per
share equal to the closing price per share of the Company’s
common stock on the date of the grant. Mr. Hoke will also be
eligible to participate in the Company’s standardized
benefits programs, including participation in all employee benefit
plans, health, vacation and sick leave.
In the event Mr. Hoke’s employment is terminated without
cause or Mr. Hoke resigns for Good Reason, the Company will (i) pay
Mr. Hoke severance equal to the greater of the unpaid base salary
through November 22, 2018 or one half of his annual base salary,
(ii) pay Mr. Hoke any accrued expenses for which he has not been
reimbursed, and (iii) in the event of a Change of Control (as
defined in the Hoke Agreement), accelerate vesting of all
outstanding options to purchase the Company’s common stock
held by Mr. Hoke.
If Mr. Hoke’s employment is terminated for any other reason,
Mr. Hoke will be entitled to receive (i) the accrued but unpaid
portion of his annual base salary, and (ii) reimbursement for any
accrued expenses for which he has not been reimbursed.
Mr. Hoke is not related to any other director or executive officer
of the Company. There are no related party transactions involving
Mr. Hoke that are reportable under Item 404(a) of Regulation
S-K.
Also on November 22, 2016, the Company and Michael Effinger, the
Company’s former Chief Financial Officer, entered into an
employment agreement (the “Effinger Agreement”).
Pursuant to the terms of the Effinger Agreement, Mr. Effinger will
serve as a non-officer employee of the Company and will provide
transitional services to the Company at the direction of the
Company’s Chief Operating Officer. Unless terminated earlier,
Mr. Effinger’s employment with the Company will end on March
31, 2017. Mr. Effinger will receive an annual base salary of
$250,000, effective October 1, 2016. Under certain conditions, at
the end of the term of the Effinger Agreement, Mr. Effinger will be
eligible to receive a discretionary bonus of $62,500 (the
“Retention Bonus”). Mr. Effinger will continue to be
eligible to participate in the Company’s standardized
benefits programs, including participation in all employee benefit
plans, health, vacation and sick leave.
If the Company terminates Mr. Effinger’s employment without
cause prior to March 31, 2017, Mr. Effinger will be entitled to (i)
receive any accrued but unpaid salary through the date of
termination, any unreimbursed business expenses, and the Retention
Bonus, (ii) accelerated vesting of all outstanding options to
purchase the Company’s common stock held by him, and (iii)
continued group health plan coverage for himself and his eligible
dependents for no more than three months following his
termination.
2
The foregoing descriptions of the Hoke Agreement and the Effinger
Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the agreements, copies of
which are filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and incorporated herein by
reference.
Item 8.01
Other Events.
On November 29, 2016, the Company issued a press release regarding
the appointment of Mr. Hoke as the Company’s CFO. A copy of
the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The information set forth in the Exhibit Index immediately
following the signature page to this Current Report on Form 8-K is
incorporated by reference into this Item 9.01.
3
SIGNATURE
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, thereunto duly
authorized.
|
|
ROOT9B
TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
| Dated: November 29, 2016 |
By:
|
/s/
Dan
Wachtler
|
|
|
|
Name: | Dan Wachtler |
|
|
|
Title: | Chief Operating Officer |
|
4
Exhibit Index
|
Exhibit
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated November 22, 2016, by and between William Hoke and
root9B Technologies, Inc.
|
|
10.2
|
|
Employment
Agreement dated November 22, 2016, by and between Michael Effinger
and root9B Technologies, Inc.
|
|
99.1
|
|
Press
release dated November 29, 2016.
|
5