0000921895-16-005030.txt : 20160628 0000921895-16-005030.hdr.sgml : 20160628 20160628172556 ACCESSION NUMBER: 0000921895-16-005030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160622 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160628 DATE AS OF CHANGE: 20160628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERI Holdings, Inc. CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26460 FILM NUMBER: 161736888 BUSINESS ADDRESS: STREET 1: 100 MENLO PARK DRIVE CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 732-243-9250 MAIL ADDRESS: STREET 1: 100 MENLO PARK DRIVE CITY: EDISON STATE: NJ ZIP: 08837 FORMER COMPANY: FORMER CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC DATE OF NAME CHANGE: 19950323 8-K 1 form8k10211002_06282016.htm form8k10211002_06282016.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): June 22, 2016
 
Ameri Holdings, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
000-2640
95-4484725
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
100 Canal Pointe Boulevard, Suite 108, Princeton, New Jersey  
 08540
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (732) 243-9250
 
N/A
(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)

¨ 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))

 
 

 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 22, 2016, Robert Rosenberg provided Ameri Holdings, Inc. (the “Company”) with notice of his resignation from the Board of Directors of the Company (the “Board”), effectively immediately.  On June 28, 2016, the Board appointed Mr. Rosenberg to the Company’s Advisory Board (the “Advisory Board”), which advises the Board and management on business opportunities and strategy of the Company.  In connection with Mr. Rosenberg’s appointment to the Advisory Board, the Board and the Compensation Committee determined to maintain the vesting and exercise terms of Mr. Rosenberg’s previously granted options to purchase common stock of the Company and restricted stock units for the receipt of common stock of the Company pursuant to the Company’s 2015 Equity Incentive Award Plan (the “Plan”) in recognition of Mr. Rosenberg’s continued service to the Company as a member of the Advisory Board
 
On June 28, 2016, the Board appointed Venkatraman Balakrishnan to fill the vacancy on the Board created by Mr. Rosenberg’s resignation and appointed Mr. Balakrishnan to the Audit and Nominations and Corporate Governance Committees of the Board, all appointments effective immediately.  Mr. Balakrishnan has extensive experience in corporate finance, international taxation, risk management, and mergers and acquisitions.  He was previously the Head of Marketing and Senior Vice President of hCentive, Inc. and served as a Whole-Time Director and Chief Financial Officer of Infosys Ltd.  He is currently the Chairman of MicroGraam and serves as an Independent Director of Tejas Networks Ltd, Mara Labs Inc (Locus) and Kaar Technologies India Private Limited. Mr. Balakrishnan serves on the boards of several start-up companies and is a member of Advisory Board of Avekshaa Technologies. He also is a member of the board of Singular Capital Investment and Infosys, and he previously served as Chairman of the Board at both Infosys BPO Limited and Infosys Lodestone.
 
Upon Mr. Balakrishnan’s appointment to the Board and the Audit and Nominations and Corporate Governance Committees, the Compensation Committee granted Mr. Balakrishnan an option to purchase 25,000 shares of common stock of the Company, with an exercise price of $6.51, and restricted stock units to receive 7,680 shares of common stock of the Company pursuant to the Plan in consideration of Mr. Balakrishnan’s service to the Board of Directors and the Audit and Nominations and Corporate Governance Committees.
 
Other than Mr. Balakrishnan’s grants of the option and restricted stock units described above, Mr. Balakrishnan has not engaged in a related party transaction with the Company during the last two fiscal years.  There are no family relationships between Mr. Balakrishnan and any of the Company’s executive officers or directors.
 
A copy of the press release announcing Mr. Balakrishnan’s appointment is furnished as Exhibit 99.1 to this Form 8-K.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit 99.1
Press Release, dated June 28, 2016.
 
 
 

 
 
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.
 
 
Ameri Holdings, Inc.
 
(Registrant)
   
Date:  June 28, 2016
By:
/s/ Giri Devanur
   
Name:
Giri Devanur
   
Title:
Chief Executive Officer
 
 
 

 
EXHIBIT INDEX
 
Exhibit
Number
Description
Exhibit 99.1
Press Release, dated June 28, 2016.
EX-99.1 2 ex991to8k10211002_06282016.htm ex991to8k10211002_06282016.htm
Exhibit 99.1
 
Ameri100 Appoints former Infosys CFO as New Board Member

Princeton, NJ, June 28, 2016/ Online PR News– AMERI HOLDINGS, Inc. (“Ameri100” or the “Company”) (OTCQB: AMRH), is pleased to announce the addition of Mr. Venkatraman “Bala” Balakrishnan, as a new member to its board of directors. Mr. Balakrishnan is the founder and Chairman of Exfinity Venture Partners, a Venture Capital Fund focused on investing in technology start-up companies.

Mr. Balakrishnan has more than 30 years of experience in strategy, finance, and mergers and acquisitions. He served as the Chief Financial Officer of Infosys Ltd from 2006 to 2012 and as Secretary and Senior Vice President-Finance of Infosys Ltd., from 2001 to 2006. Mr. Balakrishnan served as Chairman of the Board at Infosys BPO Limited and Chairman of Infosys Lodestone. He also served as a full-time board member of Infosys Ltd. from 2011 to 2013.
 
Mr. Balakrishnan was the recipient of the “Best CFO” award from CNBC and Finance Asia. His educational background includes a bachelor of science degree from the University of Madras and he is an Associate Member of the Institute of Chartered Accountants of India, Institute of Cost and Works Accountants of India and Institute of Company Secretaries of India. Mr. Balakrishnan serves as the Chairman of MicroGraam which is a peer-to-peer lending platform that empowers rural entrepreneurs.  He is also the trustee of Akshaya Patra Foundation, a non-governmental organization which provides midday meals to millions of children across India.
 
“We welcome Mr. Balakrishnan to the Board of Ameri100,”said Giri Devanur, President and Chief Executive Officer of Ameri100.  Mr. Devanur added that, “Mr. Balakrishnan’s vast experience and knowledge will enrich our team and the Company. We are delighted to have his counsel as we position Ameri100 to grow and build shareholder value in the future.”
 
“I am very impressed with the board and management team. I believe the Ameri100 strategy of combining organic and inorganic growth will yield superior results. There are a lot of changes happening in the enterprise information technology services market and Ameri100 is well positioned to take advantage of these changes,” added Mr. Balakrishnan.

About Ameri Holdings, Inc.
AMERI Holdings, Inc. (OTCQB: AMRH) is a SAP-based strategy consulting firm that brings synergies of classic consulting and product-based consulting services to its customer base. Headquartered in Princeton, New Jersey, with offices in New York, Atlanta, Dallas, and Toronto, as well as offshore centers in Bangalore, Mumbai and Chennai India, the Company is a global leader in consulting and technology solutions. The Company leverages a global partner ecosystem that has deep knowledge and skills to build and implement great ideas that drive progress for clients and enhance their businesses through innovative solutions. For further information, visit www.ameri100.com.
 
 
 

 

Forward-Looking Statements
This press release includes forward-looking statements that relate to the business and expected future events or future performance of Ameri100 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Ameri100's financial and growth projections as well as statements concerning our plans, predictions, estimates, strategies, intentions, beliefs and other information concerning our business and the markets in which we operate.

Press Contact
Carlos Fernandez
100 Canal Pointe Blvd, Suite 108
Princeton, NJ 08540
Phone: (732) 243-9250