Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - AutoWeb, Inc. | ex99-1.htm |
| EX-10.1 - FORM OF RESTRICTED STOCK AWARD AGREEMENT - AutoWeb, Inc. | ex10-1.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) September 27,
2017
Autobytel Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
1-34761
|
|
33-0711569
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
18872 MacArthur Boulevard, Suite 200,
Irvine,
California
|
92612-1400
|
|
(Address of principal executive offices)
|
(Zip Code)
|
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:
|
☐
|
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))
|
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
|
Emerging growth company
|
|
☐
|
|
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) of the Exchange
Act.
|
|
☐
|
|
|
||
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On September 27, 2017, the
Compensation Committee of the Board of Directors of Autobytel Inc.,
a Delaware corporation (“Autobytel”
or “Company”),
approved awards of shares of the Company’s common stock,
$0.001 par value per share, in the form of service-based restricted
stock (“Restricted
Stock”)
pursuant to the Autobytel Inc. 2014 Amended and Restated Equity
Incentive Plan (“Plan”).
Mr. Jeffrey H. Coats, the Company’s President and CEO, Ms.
Kimberly S. Boren, the Company’s Executive Vice President,
Chief Financial Officer, Mr. William A. Ferriolo, the
Company’s Executive Vice President, Chief Operating Officer,
and Mr. Glenn E. Fuller, the Company’s Executive Vice
President, Chief Legal and Administrative Officer and Secretary,
were awarded eighty-five thousand (85,000) shares of Restricted
Stock; forty thousand (40,000) shares of Restricted Stock, seventy
thousand (70,000) shares of Restricted Stock, and forty thousand
(40,000) shares of Restricted Stock, respectively. These shares of
Restricted Stock are subject to forfeiture restrictions which lapse
with respect to one-third (1/3rd) of the Restricted Stock on
each of the first, second, and third anniversaries of the date of
award. Further, the forfeiture restrictions on the Restricted Stock
shall lapse upon: (i) the termination of the employee’s
employment with the Company (1) by the Company without cause or by
reason of the employee’s death or disability or (2) by the
employee for good reason, or (ii) upon a change in control of the
Company, unless, as provided in the award agreements, the awards
are assumed or substituted by the successor entity and the
employee’s employment is not terminated within twenty-four
months of the change in control for cause or by the employee
without good reason. In addition, in the case of termination of Mr.
Coats’ employment with the Company by Mr. Coats without good
reason, if Mr. Coats continues to serve as a member of the Board of
Directors of the Company (“Board”), any shares of Restricted
Stock that remain subject to forfeiture restrictions at the time of
termination shall not be immediately forfeited and cancelled, but
shall remain in effect and the forfeiture restrictions shall
continue to lapse as set forth above during the time that Mr. Coats
continues to serve as a member of the
Board.
The
foregoing description of the Restricted Stock awards is not
complete and is qualified in its entirety by reference to the form
of the Restricted Stock Award Agreement under the Plan, which is
filed herewith as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.
|
Item 7.01
|
Regulation FD Disclosure.
|
On
October 2, 2017, the Company announced that the Board approved a
change in the Company’s name to AutoWeb, Inc., which is
anticipated to be effective October 9, 2017. The Company also
announced that it will change the ticker symbol of the
Company’s common stock listed on The Nasdaq Capital Market
from “ABTL” to “AUTO,” which is also
anticipated to be effective October 9, 2017. The Company will file
an amendment to its Certificate of Incorporation with the Secretary
of State of the State of Delaware to implement the name change and
will file a copy of such amendment with a separate Current Report
on Form 8-K upon the name change becoming effective.
A copy
of the Company’s announcement is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
Exhibits
Form of Restricted
Stock Award Agreement pursuant to the Autobytel Inc. 2014 Amended
and Restated Equity Incentive Plan
Press Release
dated October 2, 2017
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.
Date:
October 3, 2017
|
|
AUTOBYTEL INC.
|
|
|
|
By:
|
/s/ Glenn E. Fuller |
|
|
|
Glenn
E. Fuller, Executive Vice
President,
Chief Legal and
Administrative
Officer and Secretary
|