8-K

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):  February 6, 2013

THESTREET, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-25779 (Commission File Number) 06-1515824 (IRS Employer Identification No.)

14 WALL STREET, 15TH FLOOR

NEW YORK, NEW YORK 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (212) 321-5000

NA

(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 (see General Instruction A.2 below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officer

On February 6, 2013, TheStreet, Inc. (the “Company”) issued a press release announcing the appointment of John C. Ferrara as the Company’s Chief Financial Officer, to be effective following the previously announced departure of Tom Etergino, the Company’s current Chief Financial Officer, which is expected to occur in the first quarter of 2013 following the Company’s filing of its Annual Report on Form 10-K for 2012.

Prior to joining the Company, Mr. Ferrara, age 61, served as Chief Operating Officer of Invmetrics Holdings, Inc. (formerly Rogerscasey Inc.) from March 2011 to February 2013.  He was Chief Financial Officer of EDGAR Online, Inc. from March 2008 to March 2010 and Interim Chief Financial Officer at GAMCO Investors, Inc. from May 2006 to July 2007. From April 2010 to February 2011, Mr. Ferrara served as an independent adviser and consultant to technology companies.

There are no family relationships between Mr. Ferrara and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.  There are no related party transactions involving the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K related to Mr. Ferrara.

In connection with Mr. Ferrara’s appointment, the Company and Mr. Ferrara entered into a letter agreement effective February 1, 2013 (the “Letter Agreement”) that sets forth the terms and conditions of his employment.  Under the Letter Agreement, Mr. Ferrara will receive an annual base salary of $220,000, and a new hire bonus of $10,000.  Mr. Ferrara will be eligible for an annual bonus that has a target payment of 40% of his base salary, subject to the satisfaction of individual and company performance goals or criteria as may be established by the Compensation Committee of the Company’s Board of Directors and the terms and conditions of the Company’s bonus plan.

Mr. Ferrara will receive a new-hire option grant of 325,000 shares (the “Option”) that vests over a period of four years as follows: 25% of theshares underlying the Option will vest on the one year anniversary of the date Mr. Ferrara commences employment, and the remaining shares will vest in equal installments over the 36 months thereafter on the anniversary of the date Mr. Ferrara commences employment (or the last day of the month, if necessary), subject to Mr. Ferrara’s continued employment with the Company.  The Option will be a nonqualified and non-plan grant intended to constitute an “inducement award” in reliance on Nasdaq Rule 5635(c)(4).   

The Letter Agreement provides that if Mr. Ferrara’s employment with the Company or a successor is terminated by the Company or successor without cause (as defined in the agreement evidencing the Option) and he executes a release agreement in favor of the Company, then he will be entitled to (i) receive a lump-sum severance payment equal to six months of his then-current base salary (the six months increases to twelve months if the termination occurs during the period commencing 15 days prior to a change of control, as defined for the Option, and ending on the twelve month anniversary of the change of control); and (ii) Company-paid COBRA premiums for up to the same number of months of the severance payment (six months or twelve months).  The agreement evidencing the Option also contains restrictive covenants prohibiting Mr. Ferrara from competing with the Company for a period equal to the number of months of severance (six or twelve months) or soliciting its employees, clients or vendors for a period of one year after his termination date.

Item 8.01  Other Events.

On February 6, 2013, the Company issued a press release in the form attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

Exhibit Number	Description
99.1	Press Release dated February 6, 2013 announcing appointment of John C. Ferrara as Chief Financial Officer

SIGNATURE

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.

	THESTREET, INC. (Registrant)
Date: February 6, 2013
	By: /s/ Erwin Eichmann
	Erwin Eichmann
	Vice President and General Counsel

EX-99.1

John C. Ferrara to Join TheStreet as Chief Financial Officer

NEW YORK (February 6, 2013) – TheStreet, Inc. (NASDAQ: TST), a leading digital financial media company, today announced that John C. Ferrara will join the Company as Chief Financial Officer. Mr. Ferrara has over 25 years of experience in the financial industry as an officer, director and advisor to private and public companies.

Ferrara recently held the position of Chief Operating Officer at Invmetrics Holdings, Inc. (formerly Rogerscasey, Inc.).  Prior to Invmetrics, Ferrara was Chief Financial Officer at Edgar-Online, Inc. a leading provider of company data and public filings for equities, mutual funds and other publicly traded assets. Ferrara’s career includes serving as an Officer and Director for multiple portfolio companies of Mario Gabelli as well as President and CFO of Lou Dobbs’ Space.com.

"As TheStreet continues its focus on operational excellence this year, John’s experience in strategy, finance and operations will complement our already robust executive team," said Elisabeth DeMarse, CEO and Chairman of TheStreet.  "As part of his Chief Financial Officer duties, John will play a significant role in supporting our future growth initiatives.”

Ferrara received his M.B.A from Columbia University and B.S. with honors in accounting from the University of Maryland.  Mr. Ferrara expects to join TheStreet in the first quarter following the departure of the Company’s current CFO who as previously disclosed will depart following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

About TheStreet

TheStreet, Inc. is a leading digital financial media company that distributes its content through online, social media, tablet and mobile channels. The Company's network of brands includes: TheStreet, RealMoney, RealMoney Pro, Stockpickr, Action Alerts PLUS, Options Profits, Chat on TheStreet, MainStreet and RateWatch. For more information on TheStreet's business, visit http://www.t.st. For financial and business news, actionable trading ideas, stock quotes and more, visit TheStreet.com, follow TheStreet on Facebook and Twitter, and access TheStreet through all major mobile and tablet platforms. For more information on The Deal, visit www.thedeal.com.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s future growth initiatives, operations and new management.  Such forward-looking statements are subject to risks and uncertainties, including those described in the Company's filings with the Securities and Exchange Commission that could cause actual results to differ materially from those reflected in the forward-looking statements. The potential risks and uncertainties include, among others, the impact of management and organization changes, the implementation and results of ongoing strategic and cost initiatives underway, the ability to integrate new acquisitions, the Company's dependence on key content distributors and key personnel, the Company's ability to compete with new and existing competitors, the Company's ability to protect its intellectual property and reputation, financial market conditions and general economic conditions. All forward-looking statements contained herein are made as of the date of this press release. The Company does not intend, and undertakes no obligation, to update these forward-looking statements, whether as a result of new information, future developments or otherwise.

CONTACT:

Erin Corcoran

TheStreet, Inc.

212-321-5566

erin.corcoran@thestreet.com

Erica Mannion

Investor Relations

Sapphire Investor Relations, LLC

415-471-2700

ir@thestreet.com