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 12,
2018
AutoWeb, 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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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).
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Emerging growth company
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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.
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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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On
September 12, 2018, in connection with a management reorganization
and realignment of its internal business units, AutoWeb, Inc.
(“AutoWeb” or
“Company”)
terminated the employment of five officers of the Company without
cause effective immediately, including Mr. John Skocilic, the
Company’s Executive Vice President, Chief Information
Officer. The other terminated officers were the Company’s
Executive Vice President, Mobile, Lead Operations and Product
Development; Senior Vice President, Technology; Vice President,
Products; and Vice President, Dealer and Consumer Services. In
connection with the termination of their employment, each of these
former officers will be entitled to certain severance benefits as
provided in their existing: (i) severance benefits agreements,
conditioned upon the execution and delivery to AutoWeb, without
revocation, of a separation agreement and release; and (ii)
equity-based compensation award agreements. The Company estimates that the
expense associated with the foregoing severance benefits, to
be incurred in the Company’s current fiscal quarter, will be
approximately $2.4 million, consisting of: (i) cash payments of
approximately $1.2 million and (ii) equity-based compensation
expenses related to the acceleration of the vesting of stock
options and restricted stock of approximately $1.2
million.
The
foregoing statement regarding the Company’s estimated
expenses associated with the above-described severance benefits is
a forward-looking statement and is based on current expectations,
assumptions, estimates and projections. The Company’s actual
results and the timing of events may differ significantly from
those discussed in the forward-looking statements as a result of
various factors, many of which are beyond the Company’s
control, and those factors discussed in the Company’s annual
and quarterly reports filed with the Securities and Exchange
Commission under the caption “Risk
Factors.” Because of these factors, risks and
uncertainties, we caution against placing undue reliance on
forward-looking statements. Except to the extent as may be
required by law, the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date of this Current Report on Form 8-K.
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:
September 12, 2018
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AUTOWEB,
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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