Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - Synacor, Inc. | sync-ex312_22.htm |
| EX-31.1 - EX-31.1 - Synacor, Inc. | sync-ex311_21.htm |
| EX-10.16.3 - EX-10.16.3 - Synacor, Inc. | sync-ex10163_84.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-33843
Synacor, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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16-1542712 |
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(State or other jurisdiction |
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(I.R.S. Employer |
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40 La Riviere Drive, Suite 300 |
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14202 |
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(Address of principal executive offices) |
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(Zip Code) |
(716) 853-1362
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class) |
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(Name of each exchange on which registered) |
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Common Stock, $0.01 par value |
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The Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) f the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of shares of common stock held by non-affiliates as of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to the closing sale price of $3.08 per share on The Nasdaq Global Market on June 30, 2016, was approximately $73,566,083. For purposes of this disclosure, shares of common stock held by persons who held more than 10% of the outstanding shares of common stock at such time and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
As of March 16, 2017, there were 31,484,756 shares of the registrant’s common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement to be used in connection with the registrant’s 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated. That Proxy Statement will be filed within 120 days of registrant’s fiscal year ended December 31, 2016.
Synacor, Inc. (“Synacor”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2017, in response to comments from the SEC regarding a confidential treatment request made by Synacor with respect to Exhibit 10.16.3 to the Original Form 10-K, in order to re-file the agreement contained in Exhibit 10.16.3 and re-instate certain information previously redacted from such Exhibit.
Except as described above, no other changes have been made to the Original Form 10-K. This Amendment does not reflect events occurring after the date of the Original Form 10-K in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and Synacor’s other filings with the SEC.
Pursuant to the requirements of Section 13 or 15(d) 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.
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SYNACOR, INC. |
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/s/ William J. Stuart |
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William J. Stuart |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Date: June 5, 2017
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Exhibit No. |
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Description |
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Incorporated by Reference |
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Filed Herewith |
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Form |
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File No. |
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Date of Filing |
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Exhibit Number |
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2.1§ |
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Asset Purchase Agreement dated February 19, 2016 by and among Synacor, Inc.; Technorati, Inc.; and Shareholder Representative Services LLC, solely in its capacity as the representative of Technorati and Technorati’s securityholders |
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(1) |
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3.1 |
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Fifth Amended and Restated Certificate of Incorporation |
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S-1/A |
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333-178049 |
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1/30/2012 |
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3.2 |
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3.2 |
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Amended and Restated Bylaws |
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S-1/A |
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333-178049 |
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1/30/2012 |
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3.4 |
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3.3 |
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Certificate of Designations of Series A Junior Participating Preferred Stock |
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8-K |
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001-33843 |
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7/15/2014 |
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3.1 |
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4.1 |
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Rights Agreement between Synacor, Inc. and American Stock Transfer & Trust Company, LLC dated July 14, 2014 |
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8-K |
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001-33843 |
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7/15/2014 |
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4.1 |
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4.2 |
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First Amendment to Rights Agreement dated August 18, 2015 between Synacor, Inc. and American Stock Transfer & Trust Company, LLC as rights agent |
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8-K |
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001-33843 |
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8/18/2015 |
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4.1 |
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10.1 |
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Form of Indemnification Agreement between Synacor, Inc. and each of its directors and executive officers and certain key employees |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.1 |
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10.2.1* |
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2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.1 |
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10.2.2* |
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Amendment No. 1 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.2 |
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10.2.3* |
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Amendment No. 2 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.3 |
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10.2.4* |
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Amendment No. 3 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.4 |
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10.2.5* |
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Amendment No. 4 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.5 |
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10.2.6* |
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Amendment No. 5 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.6 |
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10.2.7* |
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Amendment No. 6 to 2006 Stock Plan |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.3.7 |
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10.2.8* |
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Amendment No. 7 to 2006 Stock Plan |
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S-1/A |
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333-178049 |
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1/18/2012 |
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10.3.8 |
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10.2.9* |
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Form of Stock Option Agreement under 2006 Stock Plan with Jordan Levy |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.3.9 |
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10.2.10* |
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Form of Stock Option Agreement with George G. Chamoun under 2006 Stock Plan |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.3.12 |
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10.2.11* |
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Form of Director Stock Option Agreement under 2006 Stock Plan |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.3.14 |
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Exhibit No. |
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Description |
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Incorporated by Reference |
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Filed Herewith |
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Form |
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File No. |
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Date of Filing |
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Exhibit Number |
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10.8.5 |
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Amendment #4 to Master Services and Linking Agreement between Toshiba America Information Systems, Inc. and Synacor, Inc. dated September 4, 2013 |
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10-Q |
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001-33843 |
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11/14/2013 |
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10.2.4 |
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10.8.6† |
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Statement of Work #1 governed by Master Services and Linking Agreement between Toshiba America Information Systems, Inc. and Synacor, Inc. dated September 24, 2013 |
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10-Q |
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001-33843 |
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11/14/2013 |
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10.2.5 |
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10.8.7 |
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Amendment #5 to Master Services and Linking Agreement between Toshiba America Information Systems, Inc. and Synacor, Inc. dated September 25, 2014 |
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10-Q |
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001-33843 |
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11/14/2014 |
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10.2 |
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10.8.8† |
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Amendment #6 to Master Services and Linking Agreement between Toshiba America Information System, Inc. and Synacor, Inc. dated August 5, 2014 |
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10-K/A |
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001-33843 |
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3/13/2015 |
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10.12.8 |
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10.8.9† |
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Marketing Services Statement of Work governed by Master Services and Linking Agreement between Toshiba America Information Systems, Inc. and Synacor, Inc. dated December 22, 2014 |
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10-K/A |
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001-33843 |
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3/13/2015 |
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10.12.9 |
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10.8.10† |
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Amendment #7 to Master Services and Linking Agreement between Toshiba America Information Systems, Inc. and Synacor, Inc., effective September 15, 2015 |
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10-Q |
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001-33843 |
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11/17/2015 |
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10.2 |
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10.8.11 |
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Amendment #8 to Master Services and Linking Agreement between Toshiba America Information Systems, Inc., and Synacor, Inc. effective April 1, 2016 |
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10-Q |
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001-33843 |
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8/15/2016 |
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10.3 |
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10.9.1† |
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Google Services Agreement between Google Inc. and Synacor, Inc. dated March 1, 2011 |
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S-1/A |
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333-178049 |
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2/1/2012 |
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10.13.1 |
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10.9.2† |
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Amendment Number One to Google Services Agreement between Google Inc. and Synacor, Inc. dated July 1, 2011 |
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S-1/A |
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333-178049 |
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12/29/2011 |
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10.13.2 |
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10.9.3† |
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Amendment Number Two to Google Services Agreement between Google Inc. and Synacor, Inc. dated May 1, 2012 |
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10-Q |
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001-33843 |
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8/13/2013 |
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10.1.1 |
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10.9.4† |
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Amendment Number Three to Google Services Agreement between Google Inc. and Synacor, Inc. dated May 1, 2013 |
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10-Q |
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001-33843 |
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8/13/2013 |
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10.1.2 |
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10.9.5† |
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Amendment Number Four to Google Services Agreement between Google Inc. and Synacor, Inc. dated March 1, 2014 |
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10-Q |
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001-33843 |
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5/15/2014 |
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10.1 |
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Exhibit No. |
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Description |
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Incorporated by Reference |
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Filed Herewith |
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Form |
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File No. |
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Date of Filing |
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Exhibit Number |
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10.9.6† |
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Amendment Number Five to Google Services Agreement between Google Inc. and Synacor, Inc. dated August 1, 2014 |
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10-K/A |
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001-33843 |
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3/13/2015 |
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10.13.6 |
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10.9.7† |
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Amendment Number Six to Google Services Agreement between Google Inc. and Synacor, Inc. dated January 1, 2015 |
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10-Q |
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001-33843 |
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5/14/2015 |
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10.1 |
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10.9.8† |
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Amendment Number Seven to Google Services Agreement between Google Inc. and Synacor, Inc. dated March 1, 2016 |
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10-Q |
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001-33843 |
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5/16/2016 |
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10.3 |
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10.9.9 |
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Extension Notice Letter from Google Inc. dated December 16, 2016 |
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(1) |
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10.10.1 |
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Sublease dated March 3, 2006 between Ludlow Technical Products Corporation and Synacor, Inc. |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.14.1 |
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10.10.2 |
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First Amendment to Sublease dated September 25, 2006 |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.14.2 |
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10.10.3 |
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Second Amendment to Sublease dated February 27, 2007 |
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S-1 |
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333-178049 |
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11/18/2011 |
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10.14.3 |
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10.10.4 |
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Third Amendment to Sublease dated June 30, 2010 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.11.4 |
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10.10.5 |
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Fourth Amendment to Sublease dated May 21, 2013 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.11.5 |
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10.10.6 |
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Fifth Amendment to Sublease dated July 10, 2013 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.11.6 |
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10.10.7 |
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Sixth Amendment to Sublease dated February 8, 2016 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.11.7 |
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10.11.1* |
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Letter Agreement dated March 1, 2008 with Jordan Levy |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.15.1 |
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10.11.2* |
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Letter Agreement dated June 23, 2009 with Jordan Levy |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.15.2 |
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10.11.3* |
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Letter Agreement dated March 1, 2008 with George G. Chamoun |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.15.5 |
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10.11.4* |
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Letter Agreement dated June 23, 2009 with George G. Chamoun |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.15.6 |
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10.12* |
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Form of Common Stock Repurchase Agreement |
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S-1/A |
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333-178049 |
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1/30/2012 |
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10.16 |
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10.13.1* |
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Special Purpose Recruitment Plan |
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Schedule 14A |
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001-33843 |
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4/5/2013 |
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App. A |
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10.13.2* |
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Form of Stock Option Agreement (Early Exercise) under Special Purpose Recruitment Plan |
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10-Q |
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001-33843 |
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8/13/2013 |
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10.5 |
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Exhibit No. |
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Description |
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Incorporated by Reference |
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Filed Herewith |
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Form |
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File No. |
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Date of Filing |
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Exhibit Number |
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Loan and Security Agreement between Silicon Valley Bank and Synacor, Inc. dated September 27, 2013 |
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10-Q |
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001-33843 |
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11/14/2013 |
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10.1 |
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10.14.2 |
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First Amendment to the Loan and Security Agreement between Silicon Valley Bank and Synacor, Inc. dated October 28, 2014 |
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10-K |
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001-33843 |
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3/12/2015 |
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10.20.2 |
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10.14.3 |
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Joinder to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., and NTV Internet Holdings, LLC dated April 13, 2015 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.16.3 |
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10.14.4 |
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Second Amendment to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., NTV Internet Holdings, LLC and SYNC Holdings, LLC dated September 25, 2015 |
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10-Q |
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001-33843 |
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11/17/2015 |
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10.3 |
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10.14.5 |
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Joinder to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., NTV Internet Holdings, LLC and SYNC Holdings, LLC dated September 25, 2015 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.16.5 |
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10.14.6 |
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Third Amendment to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., NTV Internet Holdings, LLC and SYNC Holdings, LLC dated October 28, 2015 |
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10-K |
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001-33843 |
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3/22/2016 |
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10.16.6 |
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10.14.7 |
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Consent and Fourth Amendment to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., NTV Internet Holdings, LLC and SYNC Holdings, LLC dated February 25, 2016 |
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10-Q |
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001-33843 |
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5/16/2016 |
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10.2 |
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10.14.8 |
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Consent and Fifth Amendment to Loan and Security Agreement among Silicon Valley Bank, Synacor, Inc., NTV Internet Holdings, LLC and SYNC Holdings, LLC dated November 8, 2016 |
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10-Q |
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001-33843 |
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11/14/2016 |
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10.2 |
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10.15.1* |
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Employment Letter Agreement with Himesh Bhise dated August 4, 2014 |
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10-Q |
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001-33843 |
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11/14/2014 |
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10.1.1 |
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10.15.2* |
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Stock Option Agreement with Himesh Bhise granted on August 4, 2014 |
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10-Q |
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001-33843 |
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11/14/2014 |
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10.1.2 |
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10.16.1† |
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Portal and Advertising Services Agreement between Synacor, Inc. and AT&T Services, Inc. made as of April 1, 2016 |
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10-Q |
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001-33843 |
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8/15/2016 |
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10.1 |
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10.16.2† |
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First Amendment to Portal and Advertising Services Agreement between Synacor, Inc. and AT&T Services, Inc. effective as of May 4, 2016. |
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10-Q |
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001-33843 |
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8/15/2016 |
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10.2 |
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Exhibit No. |
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Description |
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Incorporated by Reference |
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Filed Herewith |
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Form |
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File No. |
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Date of Filing |
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Exhibit Number |
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Second Amendment to Portal and Advertising Services Agreement between Synacor, Inc. and AT&T Services, Inc. effective as of December 7, 2016. |
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(2) |
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21.1 |
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List of subsidiaries |
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(1) |
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23.1 |
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Consent of Deloitte & Touche LLP |
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(1) |
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24.1 |
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Power of Attorney (contained in the signature page of this Annual Report on Form 10-K) |
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(1) |
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31.1 |
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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(2) |
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31.2 |
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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(2) |
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32.1‡ |
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Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
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XBRL Instance Document |
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(1) |
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101.SCH |
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XBRL Taxonomy Extension Schema |
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(1) |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase |
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(1) |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase |
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(1) |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase |
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(1) |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase |
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(1) |
_____________
Notes:
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§ |
Refiled to include certain information that was previously redacted pursuant to a confidential treatment request. This agreement supersedes in its entirety Exhibit 2.1 to the current report on Form 8-K (File No. 001-33843) filed on February 29, 2016. |
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* |
Indicates management contract or compensatory plan or arrangement. |
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# |
Confidential treatment has been requested for portions of this document. The omitted portions have been filed with the Securities and Exchange Commission |
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† |
Confidential treatment has been granted for portions of this document. The omitted portions have been filed with the Securities and Exchange Commission. |
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‡ |
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Synacor, Inc. specifically incorporates it by reference. |
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(1) |
Filed as a part of the Original Form 10-K. |
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(2) |
Filed as a part of this Amendment. |
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