Attached files
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EX-99.1 - PRESS RELEASE - AutoWeb, Inc. | auto_ex991.htm |
EX-10.1 - OFFER OF EMPLOYMENT - AutoWeb, Inc. | auto_ex101.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) November 13,
2020
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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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400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
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(Address
of principal executive offices) (Zip Code)
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(949) 225-4500
Registrant’s
telephone number, including area code
(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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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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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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AUTO
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The Nasdaq Capital Market
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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).
Emerging growth company
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☐
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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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☐
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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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Resignation of Joseph P. Hannan as Executive Vice President, Chief
Financial Officer
On
November 13, 2020, Joseph P. Hannan, Executive Vice President,
Chief Financial Officer of AutoWeb, Inc. (“Company”), notified the Company
that he was resigning his positions with the Company effective
November 30, 2020. Mr. Hannan will remain employed by the Company
in a non-officer capacity until December 4, 2020 in order to assist
in the transition of his duties and responsibilities.
Appointment of Michael A. Sadowski as Executive Vice President,
Chief Financial Officer
By
action taken as of November 17, 2020, the Board of Directors of the
Company (“Board”) appointed Mr. Michael A.
Sadowski, age 43, as Executive Vice President, Chief Financial
Officer, to be effective November 30, 2020.
Prior
to joining AutoWeb, Mr. Sadowski served as the Chief Marketing
Officer (January 2019 to May 2020) and Chief Commercial Officer
(May 2020 to November 2020) of GameWorks, Inc. Mr. Sadowski was
employed by Cox Automotive, serving as Vice President, Operations
& General Manager – Kelley Blue Book (2016 to 2018), Vice
President, Sales Operations (2015 to 2016), Vice President,
Operations (2014 to 2015), and Vice President, Finance (2012 to
2014). From 2009 to 2012, Mr. Sadowski served as Vice President,
Finance for Quality Systems, Inc. (NASDAQ:QSII, now NextGen
Healthcare, Inc.-NASDAQ:NXGN). Mr. Sadowski received his Bachelor
of Business Administration from the University of Massachusetts and
his Masters of Business Administration from the Marshall School of
Business at the University of Southern California.
On November 17,
2020, the Board’s Compensation Committee (“Compensation Committee”) approved
a base annual salary and target annual incentive compensation
percentage for Mr. Sadowski in connection with his appointment to
the position of Executive Vice President, Chief Financial Officer.
Mr. Sadowski’s base annual salary will be $335,000 and his
target annual incentive compensation percentage will be 55% of his
base annual salary.
The
Compensation Committee also approved a grant of stock options to
acquire 120,000 shares of the Company’s common stock at an
exercise price equal to the closing price of the common stock on
The Nasdaq Capital Market on the day Mr. Sadowski commences
employment with the Company (“Grant Date”). The options will be
granted as inducement options under Nasdaq rules. The options will
have a term of seven years, and one-third of the options will vest
on the first anniversary of the Grant Date and one thirty-sixth of
the options shall vest on each successive monthly anniversary of
the Grant Date for the following twenty-four months. Vesting of the
options will accelerate upon the occurrence of certain events,
including upon a change in control of the Company or upon a
termination of Mr. Sadowski’s employment by the Company
without cause or by Mr. Sadowski for good reason. The Company
anticipates entering into an Inducement Stock Option Award
Agreement with Mr. Sadowski upon the commencement of his employment
to provide for the foregoing grant of stock options.
Additionally, the
Compensation Committee approved severance benefits for Mr. Sadowski
which provide that if Mr. Sadowski’s employment with the
Company is terminated by the Company without cause or by Mr.
Sadowski for good reason, Mr. Sadowski would be entitled to: (i) a
lump sum payment equal to 6 months of his base annual salary; and
(ii) continuation of his health and welfare insurance benefits for
6 months. The Company anticipates entering into a Severance
Benefits Agreement with Mr. Sadowski upon the commencement of his
employment to provide for the foregoing.
The foregoing
descriptions of Mr. Sadowski’s terms of employment are not
complete and are qualified in their entirety by reference to the
Offer of Employment, which is filed with this Current Report on
Form 8-K as Exhibit 10.1, and is incorporated herein by
reference.
A copy of
AutoWeb’s press release announcing the appointment of Mr.
Sadowski is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
Exhibit Number
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Description
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Offer of Employment between Michael
A. Sadowski and AutoWeb, Inc. dated November 16,
2020
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Press Release dated November 19,
2020
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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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AUTOWEB, INC.
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Date: November 19,
2020
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By:
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/s/ Glenn E.
Fuller
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Glenn E. Fuller
Executive Vice
President
Chief Leagal Officer and
Secretary
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