UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 30, 2004
SmartServ Online, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28008 13-3750708
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania 19462
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (610) 397-0689
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 1.01 Entry into a Material Definitive Agreement
In connection with the resignations of three Directors from its Board of
Directors, SmartServ Online, Inc. (the "Company") entered into Letter Agreements
with each of Catherine Cassel Talmadge ("Talmadge"), Charles R. Wood ("Wood")
and W. Scott Perry ("Perry", and with Talmadge and Wood, individually, a "Former
Director" and collectively, the "Former Directors"), each dated October 30,
2004.
The Letter Agreement with each Former Director provides that 35,000 shares of
that certain Option dated August 1, 2004 issued to such Former Director pursuant
to the Non-Employee Director Option Plan will automatically vest and the Company
will indemnify such Former Director with respect to his or her service as a
director substantially in accordance with the By-Laws of the Company. The
Company also agreed that it will purchase and maintain insurance on behalf of
such Former Director in his or her capacity as a director of the Company, to the
fullest extent provided under the General Corporation Law of Delaware.
Additionally, each Former Director agreed to waive any and all meeting fees and
other directors compensation which would otherwise be due with respect to his or
her position as a director or participation at Board meetings and Committee
meetings, and to release the Company and its subsidiaries, directors, officers
and employees from all claims such Former Director may have against such persons
except for the indemnification rights described above. The Company agreed to
release each Former Director from any claims it may have to the fullest extent
permitted under Delaware law, except for liability (i) for breach of the duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which
such Former Director derived an improper personal benefit.
Additionally, the Letter Agreement between the Company and W. Scott Perry
provides that Mr. Perry will be entitled to receive compensation that he earned
which is directly related to his position as Chairman of the Board of Directors.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Talmadge, Wood and Perry resigned as Directors of the Company on October 30,
2004. Previously, Raskesh Mathur resigned as a Director of the Company during
the beginning of August, 2004. Paul J. Keeler and John E. Goode were appointed
on October 30, 2004, and Paul L. Melchiore and Timothy G. Wenhold were appointed
on November 1, 2004, to fill vacancies on the Board of Directors. Mr. Keeler
will serve on the Audit Committee and Compensation Committee. Mr. Goode will
serve on the Compensation Committee. Mr. Melchiore will serve on the Audit
Committee.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of the Company dated November 2, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SMARTSERV ONLINE, INC.
Dated: November 2, 2004 By: /s/ Robert M. Pons
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Robert M. Pons,
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Company dated November 2, 2004
