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
April 1, 2015
Date of Report (Date of earliest event reported)
GlobalSCAPE, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33601 | 74-2785449 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4500 Lockhill Selma Road, Suite 150
San Antonio, Texas 78249
(210) 308-8267
(Address of principal executive offices and Registrant’s telephone number, including area code)
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.
On April 1, 2015, GlobalSCAPE, Inc. entered into employment agreements with James L. Bindseil, President and Chief Executive Office, James W. Albrecht, Jr., Chief Financial Officer, and Matthew C. Goulet, Senior Vice President of Sales and Marketing, pursuant to which each will receive compensation as determined from time to time by the Board of Directors in its sole discretion and that prior to a Change in Control, the employment is “at will”. Each agreement is currently in force through March 31, 2016.
In the event there is a Change in Control, a one year employment term commences as of the date of the Change in Control. Each agreement automatically renews on each subsequent annual anniversary date for an additional one year period unless the agreement is cancelled by the Company at least 90 days prior to the end of any such one year term. These agreements do not provide for any payment to any of them in the event of termination, except that if their employment is terminated after a Change in Control without cause or by the employee for Good Reason, the Company will pay them an amount equal to their annual base salary which the Company may, at its option, pay as a lump sum.
A Change in Control occurs under these employment agreements when:
| · | Any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that if Thomas W. Brown and/or David L. Mann acquire, directly or indirectly, beneficial ownership of securities representing 50% or more of the combined voting power of GlobalSCAPE’s then outstanding securities, then it shall not be deemed a Change of Control. |
| · | Any person or group makes a tender offer or an exchange offer for 50% or more of the combined voting power of the Company’s then outstanding securities. |
| · | At any time during any period of two consecutive years twelve consecutive months, individuals who at the beginning of such period constituted a majority of the Board of Directors (“Incumbent Directors”) of the Company cease for any reason to constitute a majority of the board; provided, however, that an individual who becomes a member of the Board subsequent to the beginning of the 12-month period, shall be deemed to have satisfied such 12-month requirement and shall be deemed an Incumbent Director if such Director was elected by or on the recommendation of, or with the approval of, at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such period) or whose election was approved by two-thirds of the Incumbent Directors; if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of Directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitations of proxies or consents by or on behalf of a person other than the Board, then such individual shall not be considered an Incumbent Director. |
| · | The Company consolidates, merges or exchanges securities with any other entity where the stockholders of the Company immediately before the effective time of such transaction do not beneficially own, immediately after the effective time of such transaction, shares or other equity interests entitling such stockholders to a majority of all votes. |
| · | Any person or group acquires all or substantially all of the Company’s assets. |
All of the employment agreements provide for termination without any further payments due if the termination is for “cause”, with that term defined to include any one of the following events:
| · | The continued failure by employee to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to disability or any such actual or anticipated failure resulting from termination by employee for Good Reason as defined below) after a written demand for substantial performance is delivered to employee by the Board, which specifically identifies the manner in which the Board believes that employee has not substantially performed his duties. |
| · | Employee engages in conduct which is demonstrably and materially injurious to the Company or any of its affiliates, monetarily or otherwise. |
| · | Employee commits fraud, bribery, embezzlement or other material dishonesty with respect to the business of the Company or any of its affiliates, or the Company discovers that employee has committed any such act in the past with respect to a previous employer. |
| · | Employee is indicted for any felony or any criminal act involving moral turpitude, or the Company discovers that employee has been convicted of any such act in the past. |
| · | Employee commits a material breach of any of the covenants, representations, terms or provisions of the employment agreement. |
| · | Employee violates any instructions or policies of the Company with respect to the operation of its business or affairs that causes material harm, economic or otherwise, to the Company. |
| · | Employee uses illegal drugs. |
“Good Reason,” as used above, means, without the officer’s express written consent, any of the following:
| · | The material failure by the Company, without employee’s consent, to pay to employee any portion of his current compensation within ten (10) days of the date any such compensation payment is due. |
| · | Employer commits a material breach of any of the covenants, representations, terms or provisions hereof, and such breach is not cured within thirty (30) days after written notice thereof to the Company, which notice shall identify in reasonable detail the nature of the breach and gives the Company an opportunity to respond, excluding, however, failure to pay salary within ten (10) days as further provided in preceding bullet point described above. |
| · | Any material diminution of employee’s title, function, duties, authority or responsibilities, including reporting requirements. |
| · | A reduction in Employee’s base salary as in effect on the date of this Agreement or as may be increased from time to time. |
| · | A material reduction in the employee benefits that are in effect from time to time for employee. |
| · | A relocation of the employee’s principal place of employment to a location which is beyond a 50 mile radius from San Antonio, Texas. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
10.1 Form of Employment Agreement dated April 1, 2015.
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.
| GLOBALSCAPE, INC. | |
By: | /s/ James W. Albrecht, Jr. |
Chief Financial Officer Dated: April 1, 2015 | |
EXHIBIT INDEX
| Document Description | ||
| 10.1 | Form of Employment Agreement Dated April 1, 2015 | |