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Commitments and Contingencies
3 Months Ended
Mar. 31, 2014
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 3:  Commitments and Contingencies


Litigation


The Company may from time to time be involved in legal proceedings arising from the normal course of business.


We are not a party to any litigation of a material nature. In October 2013, we received a notification from RPost Holdings, Inc. whereby RPost Holdings, Inc. claims that we are infringing on their patent rights with certain of our products and services. Although we remain in the investigative stages of the merit to this claim, we believe that our Company and other companies were practicing the technology that RPost claims its patents cover before the first priority date of RPost's patents. On that basis, we believe that the patents cannot cover our technology and remain valid. To our knowledge, we have not been named in any proceeding with respect to this matter.


Operating Leases and Service Contracts


The Company rents its facilities on a month-to-month or quarter-to-quarter basis. Most of its service contracts are also on a month-to-month basis. However, the Company entered into several non-cancelable service contracts in, 2013.  Future minimum payments under non-cancelable service contracts are as follows as of March 31:


         

2014

 

 

4,248

 

2015

 

 

-

 

2016

 

 

-

 

2017

 

 

-

 

2018

 

 

-

 

Thereafter

 

 

-

 

 

 

$

4,248

 


Restructuring of Executive Team


On January 13, 2014 the Company's Board of Directors appointed Lewis Moorehead to serve as the Company's Chief Financial Officer and principal financial officer commencing on January 14, 2014. Mr. Moorehead was engaged as a part time employee. As the Company's Chief Financial Officer, Mr. Moorehead took responsibility for ensuring the long-term financial health of the Company, overseeing the Company's accounting and audits, and such other duties that are customarily the responsibilities of a chief financial officer.


In exchange for serving as the Company's Chief Financial Officer, Mr. Moorehead was offered as compensation a base salary of $4,333 per month and an option to purchase up to 60,000 shares of the Company's common stock at an exercise price of $7.50 per share. The options were scheduled to vest over a period of four years with 1,250 options vesting each month over the four year period. All of the options expire on January 12, 2024, subject to earlier expiration in certain circumstances. The option grant was made pursuant to the Company's 2010 Employee Stock Plan and subject to the terms of the Plan's standard incentive stock option agreement.


On January 13, 2014, upon the appointment of Mr. Moorehead as the Company's Chief Financial Officer, the Company's Board of Directors removed Alena Chuprakova as the Company's principal financial officer. Ms. Chuprakova continues to serve as the Company's Treasurer, and her title was changed from Comptroller to Controller.


On March 17, 2014, the Company initiated a restructuring of certain senior positions. The part-time CFO role and part-time Vice President of Innovation Roles were eliminated, with an intent to retain a full time CFO/COO, a full time Vice President of Engineering and a full time Product Manager. On March 17, 2014, Lewis Moorehead resigned his position as the Company's Chief Financial Officer and is no longer an employee of our Company. Upon the resignation of Mr. Moorehead as the Company's Chief Financial Officer, the Company's Board of Directors appointed Alena Chuprakova, the Company's Treasurer and Controller, to serve as the Company's interim principal financial officer. On March 18, 2014 Paul Parisi resigned his position as Vice President of Innovation and is no longer an employee of our Company.


Appointment of New Directors


On January 13, 2014 the Board of Directors appointed Jonathan M. Strimling, the Company's current Chief Executive Officer, and David A. Buckel, to the Board of Directors to fill two newly created directorships on the Board of Directors. Each of Mr. Strimling and Mr. Buckel accepted their appointment to the Board of Directors on that same date and each of them shall serve as a member of the Board of Directors until the Company's next annual stockholder's meeting or until their earlier resignation or removal.


Mr. Buckel was named to the following Board of Directors committees: Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee. Also, Mr. Buckel has been named chairman of the Audit Committee.


In exchange for serving on the Board of Directors as an independent director, Mr. Buckel shall receive an annual stipend equal to $10,000, payable in quarterly increments of $2,500 per quarter, payable in cash or in shares of Company stock, as shall be determined by the Board of Directors, payable at the end of each full quarter served. Additionally, Mr. Buckel shall be issued an option to purchase up to 16,000 shares of the Company's common stock at an exercise price of $7.50 per share, to be issued from the Company's 2010 Employee Stock Plan. The options shall vest over a period of four years as follows: 1,000 options shall vest quarterly over the four year period. All of the options expire on January 12, 2024, subject to earlier expiration in certain circumstances. Mr. Strimling shall receive no additional compensation for serving on the Board of Directors.