Attached files
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| EX-10.1 - AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT - AutoWeb, Inc. | ex10-1.htm |
| EX-2.1 - ASSET PURCHASE AND SALE AGREEMENT - AutoWeb, Inc. | ex_2-1.htm |
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 15,
2016
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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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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18872 MacArthur Boulevard, Suite 200, Irvine,
California
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92612-1400
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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
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Entry Into a Material Definitive Agreement.
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Asset Purchase and Sale Agreement
On December 19, 2016, Autobytel Inc., a Delaware
corporation (“Autobytel” or “Company”) and Car.com, Inc., a Delaware corporation
and wholly owned subsidiary of Autobytel
(“Car.com”),
entered into an Asset Purchase and Sale Agreement
(“Purchase
Agreement”), by and among
Autobytel, Car.com, and Internet Brands, Inc., a Delaware
corporation (“Internet
Brands”), pursuant to
which Internet Brands will acquire substantially all of the
assets of the automotive specialty
finance leads group of Car.com (“Acquired
Group”) (the foregoing
purchase is referred to herein as the “Purchase
Transaction”). The
Purchase Transaction is anticipated to close as of December 31,
2016.
The
transaction consideration will consist of: (i) Three Million One
Hundred Seventy Nine Thousand Five Hundred Sixty Dollars
($3,179,560.00) paid in cash upon the closing of the Purchase
Transaction; and (ii) One Million Five Hundred Seventy Five
Thousand Dollars ($1,575,000.00) in the aggregate to be paid over a
five year period following the closing of the Purchase Transaction
pursuant to the Transitional License and Linking Agreement
described below. Autobytel and Car.com are subject to an agreement
not to compete in the automotive specialty finance leads business
for five years following the closing of the Purchase
Transaction.
The
Purchase Agreement contains representations, warranties, covenants
and conditions that Autobytel and Car.com believe are customary for
a transaction of this size and type, as well as indemnification
provisions subject to specified limitations. The assertions
embodied in the representations and warranties were made solely for
the purposes of the Purchase Agreement and may be subject to
important qualifications and limitations. Moreover, some of those
representations and warranties may not be accurate or complete as
of any specified date, are subject to a contractual standard of
materiality different from that generally applicable to investors,
or may be used for the purpose of allocating risk between the
parties rather than establishing matters of fact. Accordingly, the
representations and warranties in the Purchase Agreement must not
be relied upon as statements of factual information.
In
connection with the Purchase Transaction, Internet Brands, Car.com
and Autobytel entered into an agreement pursuant to which Car.com
and Autobytel will provide to Internet Brands certain transition
services and arrangements.
Concurrent with the
closing of the Purchase Agreement, Autobytel and Car.com will enter
into a Transitional License and Linking Agreement (“License Agreement”) with Internet
Brands, the form of which is attached as an exhibit to the Purchase
Agreement. Pursuant to the License Agreement, (i) Internet Brands
will pay Autobytel fees in the aggregate amount of One Million Five
Hundred Seventy Five Thousand Dollars ($1,575,000.00) over the
five-year term of the License Agreement; and (ii) Car.com will (1)
grant Internet Brands a limited, non-exclusive, non-transferable
license to use the Car.com logo and name solely for sales and
marketing purposes in Internet Brand’s automotive specialty
finance leads business; and (2) provide certain redirect linking of
consumer traffic from the Acquired Group’s current specialty
finance leads application forms to a landing page designated by
Internet Brands.
The
foregoing descriptions of the Purchase Agreement and License
Agreement are not complete and are qualified in their entirety by
reference to the Purchase Agreement, a copy of which is filed
herewith as Exhibit 2.1 to this Current Report on Form 8-K, and by
reference to the form of Transitional License and Linking
Agreement, a copy of which is attached as Exhibit B to the Purchase
Agreement.
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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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Promotion of Mr. William Ferriolo to Executive Vice President,
Chief Operating Officer
By action taken as of December 15, 2016, the Board
of Directors of Autobytel (the “Board”) promoted Mr. William Ferriolo to the newly created
position of Executive Vice President, Chief Operating
Officer. Mr. Ferriolo previously served as
Autobytel’s Executive Vice President, Chief Business
Officer.
In connection with Mr. Ferriolo’s promotion,
the Compensation Committee of the Board approved amendments to the
Amended and Restated Employment Agreement dated April 23, 2015, as
amended by Amendment No. 1 to Amended and Restated Employment
Agreement, dated January 22, 2016, by and between Autobytel and Mr.
Ferriolo (as amended, the “Ferriolo Employment
Agreement”), effective as
of December 15, 2016. The amendments to the Ferriolo Employment
Agreement provide, effective as of January 1, 2017, for: (i) an
increase of $18,700 in Mr. Ferriolo’s annual base salary from
$366,300 to $385,000; and (ii) an increase in Mr. Ferriolo’s
annual incentive compensation opportunity target percentage from
65% to 70% of his base annual salary.
In addition, the Compensation Committee of the
Board approved a grant of stock options to purchase 25,000 shares
of Company common stock at an exercise price of $14.10 per share
and a date of grant of December 15, 2016. The stock options were
granted pursuant to the Autobytel Inc. Amended and Restated 2014
Equity Incentive Plan (“Plan”) and will vest over a three (3) year
period, with one-third (1/3) vesting on the first anniversary of
the date of grant and thereafter in equal one thirty-sixth
(1/36) installments of the original number of shares subject
to the option on each monthly anniversary of the date of grant for
the following twenty-four (24) months. The stock options
expire seven (7) years from the date of grant.
The
foregoing description of the amendments to the Ferriolo Employment
Agreement and stock option awards are not complete and are
qualified in their entirety by reference to: (i) the Amendment No.
2 to Amended and Restated Employment Agreement, by and between
Autobytel and Mr. Ferriolo, a copy of which is filed herewith as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference; and (ii) the Form of Employee Stock Option
Award Agreement (Non-Qualified Stock Option) (Executive) under the
Plan, which is incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 4, 2016.
Termination of H. Donald Perkins, Jr. as Executive Vice President,
Strategic and Business Development
On
December 21, 2016, the Company announced that Mr. H. Donald
Perkins, Jr., Autobytel’s Executive Vice President, Strategic
and Business Development, would be leaving the Company at the end
of 2016. Mr. Perkins’ employment termination is without cause
and will be effective as of December 31, 2016.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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2.1‡
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Asset
Purchase and Sale Agreement, made as of December 19, 2016, by and
among Internet Brands, Inc., a Delaware corporation, Car.com, Inc.,
a Delaware corporation and Autobytel Inc., a Delaware
corporation
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10.1
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Amendment
No. 2 to Amended and Restated Employment Agreement, dated December
15, 2016, by and between Autobytel Inc. and William
Ferriolo
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10.2
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Form of
Employee Stock Option Award Agreement (Non-Qualified Stock
Option)(Executive) under the Autobytel Inc. Amended and Restated
2014 Equity Incentive Plan (incorporated by reference to Exhibit
10.3 to the Quarterly Report on Form 10-Q filed with the SEC on
August 4, 2016)
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Certain schedules in this Exhibit
have been omitted in accordance with Item 601(b)(2) of Regulation
S-K. Autobytel will furnish supplementally a copy of any
omitted schedule or exhibit to the Securities and Exchange
Commission upon request; provided, however, that Autobytel may
request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, for any schedule or exhibit so
furnished.
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3
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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Date:
December 21, 2016
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AUTOBYTEL
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President, Chief Legal and Administrative
Officer and Secretary
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4
INDEX OF EXHIBITS
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Exhibit
No.
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Description of Document |
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2.1‡
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Asset
Purchase and Sale Agreement, made as of December 19, 2016, by and
among Internet Brands, Inc., a Delaware corporation, Car.com, Inc.,
a Delaware corporation and Autobytel Inc., a Delaware
corporation
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10.1
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Amendment
No. 2 to Amended and Restated Employment Agreement, dated December
15, 2016, by and between Autobytel Inc. and William
Ferriolo
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10.2
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Form of
Employee Stock Option Award Agreement (Non-Qualified Stock
Option)(Executive) under the Autobytel Inc. Amended and Restated
2014 Equity Incentive Plan (incorporated by reference to Exhibit
10.3 to the Quarterly Report on Form 10-Q filed with the SEC on
August 4, 2016)
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Certain schedules in this Exhibit
have been omitted in accordance with Item 601(b)(2) of Regulation
S-K. Autobytel will furnish supplementally a copy of any
omitted schedule or exhibit to the Securities and Exchange
Commission upon request; provided, however, that Autobytel may
request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, for any schedule or exhibit so
furnished.
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