Attached files
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): January 1, 2018
TRACK GROUP, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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000-23153
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87-0543981
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(State
or other jurisdiction of incorporation)
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(Commission File
No.)
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(IRS
Employer Identification No.)
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200 E.
5th
Avenue, Suite 100, Naperville,
Illinois 60563
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(Address of
principal executive offices)
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(877)
260-2010
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former name or
address, if changed since last report)
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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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2) ☐
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 1.01
Entry into a Material Definitive Agreement.
On January 3, 2017, Track Group, Inc. (the
“Company”) entered into an amendment to the
Employment Agreement by and between the Company and Peter K. Poli,
the Company’s Chief Financial Officer (the
“Poli
Agreement”). Under the
terms of the Poli Agreement, as amended (the
“Poli
Amendment”), effective
January 1, 2018, Mr. Poli’s employment was extended three
years, and shall automatically renew for successive one year
periods thereafter unless either party provides the other with
notice of its intent not to renew the Poli Agreement at least six
months prior to termination. In addition, the Poli Amendment
provides: (i) an increase in Mr. Poli’s base salary to
$250,000 per year; (ii) the issuance of 150,000 unregistered
restricted shares of the Company’s common stock, which shall
vest annually in increments of 50,000 beginning January 1, 2018;
(iii) in the event of a change of control, Mr. Poli shall be
entitled to a cash payment equal to one year’s salary, plus
all restricted stock, warrants and options previously issued to Mr.
Poli shall become immediately vested and exercisable; and (iv) for
purposes of any severance due Mr. Poli upon his involuntary
termination, any annual bonus due Mr. Poli shall be deemed to be
vested and earned.
The foregoing description of the Poli Amendment does not purport to
be complete, and is qualified in its entirety by reference to the
Poli Amendment, attached hereto as Exhibit 10.1, and incorporated
by reference herein.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective January 1, 2018, the Company’s
Board of Directors (the “Board”) promoted Derek Cassell, the
Company’s former President, to the role of Chief Executive
Officer (“CEO”). As a result of the appointment of Mr.
Cassell to the position of CEO, Mr. Cassell will no longer serve as
the Company’s President and Guy Dubois will no longer serve
as the Company’s CEO. Mr. Dubois will continue to serve as
the Chairman of the Board of the Company. A copy of the press
release announcing Mr. Cassell’s appointment is attached to
this Current Report on Form 8-K as Exhibit 99.1
Mr. Cassell, age 44, joined the Company in 2014 through the
acquisition of Emerge Monitoring. Mr. Cassell served as a
Divisional President for the Company from June 2014 until December
2016, and as the Company’s President from December 2016 until
his appointment as CEO. From September 2008 until June 2014, Mr.
Cassell served as an Executive Vice President of Emerge Monitoring,
which was part of the Bankers Surety Team. Mr. Cassell has over 20
years of experience providing correctional solutions to the
criminal justice industry. His previous positions include
Director of Operations for ADT Correctional Services, Director
of Customer Support for G4S Justice Services, and National Sales
and Marketing Manager for ElmoTech Inc. He holds a Criminal Justice
Degree from Henry Ford College in Dearborn Heights,
Michigan.
On January 4, 2018, in
connection with Mr. Cassell’s appointment, the Company
entered into an amendment to the Employment Agreement by and
between the Company and Mr. Cassell (the “Cassell
Agreement”). Under the
terms of the Cassell Agreement, as amended (the
“Cassell
Amendment”), effective
January 1, 2018, Mr. Cassell will be promoted from President to CEO
of the Company, a position which he shall hold until December 31,
2020, unless earlier terminated or extended. Should Mr. Cassell
elect to voluntarily terminate his employment with the Company, he
must provide written notice of his intent to do so at least 180
days prior to terminating his employment. In addition, the Cassell Amendment provides: (i)
an increase in Mr. Cassell’s base salary to $275,000 per
year; (ii) a 50% increase in his annual bonus effective for bonus
plan year 2018 and thereafter; (iii) subject to Board approval, the
issuance of 300,000 unregistered restricted shares of the
Company’s common stock, which shall vest annually in
increments of 100,000 beginning January 1, 2018; (iv) in the event
of a change of control, Mr. Cassell shall be entitled to a cash
payment equal to one year’s salary, plus all restricted
stock, warrants and options previously issued to Mr. Cassell shall
become immediately vested and exercisable; and (v) for purposes of
any severance due Mr. Cassell upon his involuntary termination, any
annual bonus due Mr. Cassell shall be deemed to be vested and
earned.
Except as disclosed in this Current Report on Form 8-K,
Mr. Cassell has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K, has no arrangement or
understanding between him and any other person required to be
disclosed pursuant to Item 401(b) of Regulation S-K, and
has no family relationships required to be disclosed pursuant to
Item 401(d) of Regulation S-K.
The foregoing description of the Cassell Amendment does not purport
to be complete, and is qualified in its entirety by reference to
the Cassell Amendment, attached hereto as Exhibit 10.2, and
incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
See
Exhibit Index.
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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TRACK GROUP, INC.
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Date:
January 5, 2018
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By:
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/s/ Peter K. Poli
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Peter
K. Poli
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Amendment
No. 1 to Peter K. Poli's Employment Agreement, dated January 3,
2018.
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Amendment
No. 2 to Derek Cassell’s Employment Agreement, dated January
4, 2018
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Press
Release, dated January 4, 2018
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