8-K 1 c01551e8vk.htm FORM 8-K Form 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): May 18, 2010
ViewCast.com, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-29020   75-2528700
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
3701 W. Plano Parkway, Suite 300
Plano, Texas
   
75075
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (972) 488-7200
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:
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 1.01. Entry into a Material Definitive Agreement
Employment Agreement
The Compensation Committee of the Board of Directors approved amended and restated employment agreements effective May 18, 2010 for David T. Stoner, the President and Chief Executive Officer, and for Laurie L. Latham, the Chief Financial Officer and Senior Vice President of Finance and Administration, which agreements were executed on May 18, 2010. The employment agreements have each been in effect since March 1, 2007 and are renewed annually with ongoing automatic one-year renewals unless one of the parties elects in advance not to renew the agreement in which case the term becomes a one year term. The employment agreements provide for (i) for annual base compensation of $215,000 and $185,000 for Mr. Stoner and Ms. Latham, respectively; (ii) for incentive compensation deemed appropriate for the position, at our Board of Directors’ discretion, which may be earned for each calendar year, and (iii) for an twelve (12) month non-compete and non-solicitation period upon termination of employment. Each agreement provides for a related 2010 Executive Incentive Compensation Plan for the executive, which provides for incentive based quarterly and annual bonuses based 50% on meeting profitability goals and 50% on meeting revenue growth targets.
Under the employment agreement, Mr. Stoner and Ms. Latham will be entitled to the following payments if employment is terminated by ViewCast without cause or by the employee due to a significant change in the nature and scope of the authority, powers, functions, benefits or duties attached to their position: (i) the twelve months of salary payments, (ii) the reimbursement for six months of COBRA premiums and (iii) payment of quarterly bonus if all requirements, other than employment on the date of payment, have been met. In the event ViewCast terminates employment following a change in control, Mr. Stoner and Ms. Latham will be entitled to (i) twelve months of salary payments and (ii) payment of quarterly bonus if all requirements, other than employment on the date of payment, have been met.
This description of the Agreements is qualified in its entirety by reference to the Agreements, which are filed as Exhibits 10.45 and 10.46 to this report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
10.45
  Amended and Restated Employment Agreement by and between ViewCast.com, Inc. and David T. Stoner, amended and restated as of May 18, 2010.
 
   
10.46
  Amended and Restated Employment Agreement by and between ViewCast.com, Inc. and Laurie L Latham, amended and restated as of May 18, 2010.

 

 


 

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.
         
  VIEWCAST.COM, INC.
 
 
Date: May 21, 2010    
  By:   /s/ Laurie L. Latham    
    Laurie L. Latham, Chief Financial Officer   
       

 

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
   
10.45
  Amended and Restated Employment Agreement by and between ViewCast.com, Inc. and David T. Stoner, amended and restated as of May 18, 2010.
 
   
10.46
  Amended and Restated Employment Agreement by and between ViewCast.com, Inc. and Laurie L Latham, amended and restated as of May 18, 2010.