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 25, 2011
WIZARD WORLD, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-33383 | 98-0357690 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1350 Avenue of the Americas, 2nd Floor New York, NY | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
(646) 801-5572
(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 1.01 Entry into a Material Definitive Agreement.
On May 25, 2011, Wizard World, Inc. (the “Company”) entered into a Director Agreement (the “Director Agreement”) with Mr. John D. Maatta in connection with his appointment to the Board of Directors of the Company (the “Board”), as more fully described in Item 5.02 below. The term of the Director Agreement commences on May 25, 2011 and continues through the Company’s next annual stockholders’ meeting. However, the Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr. Maatta is re-elected to the Board.
Mr. Maatta received, upon execution of the Director Agreement and pursuant to a Non-Qualified Stock Option Agreement, entered into as of May 25, 2011, by and between the Company and Mr. Maatta, a non-qualified stock option to purchase up to one hundred and fifty thousand (150,000) shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), at an exercise price per share equal to the closing price of the Company’s Common Stock on the execution date of the Director Agreement. The option is exercisable for a period of five years and vests in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred (12,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter ended July 31, 2011, and pro-rated for the number of days Mr. Maatta served on the Board during such fiscal quarter. Notwithstanding the foregoing, if Mr. Maatta ceases to be a member of Board at any time during the three (3)-year vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any un-vested options shall be irrefutably forfeited.
In conjunction with the Director Agreement, the Company also entered into an Indemnification Agreement, dated as of May 25, 2011 (the “Indemnification Agreement”), with Mr. Maatta. The Indemnification Agreement indemnifies Mr. Maatta to fullest extent permitted under Delaware law for any claims arising out of or resulting from, amongst other things, (i) any actual, alleged or suspected act or failure to act by Mr. Maatta in his capacity as a director or agent of the Company and (ii) any actual, alleged or suspected act or failure to act by Mr. Maatta in respect of any business, transaction, communication, filing, disclosure or other activity of the Company. Under the Indemnification Agreement, Mr. Maatta is indemnified for any losses pertaining to such claims, provided, however, that the losses shall not include expenses incurred by Mr. Maatta in respect of any claim as which he shall have been adjudged liable to the Company, unless the Delaware Chancery Court rules otherwise. The Indemnification Agreement provides for indemnification of Mr. Maatta during his employment and for a period of six (6) years thereafter.
The above description of the Director Agreement and Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Director
On May 24, 2011, the Board of the Company approved by unanimous written consent the appointment of Mr. John D. Maatta as a member of the Board, effective as of May 25, 2011, and Mr. Maatta accepted such appointment by executing the Director Agreement and other agreements referenced in Item 1.01 of this Form 8-K, which is incorporated by reference in this Item 5.02. Below is a description of Mr. Maatta’s professional work experience.
Mr. Maatta is, and has been since 2006, the Chief Operating Officer of The CW Network, which is America’s fifth broadcast network and focuses substantially on targeting young adults between the ages of 18 and 34. From September 2005 through September 2006, Mr. Maatta served as the Chief Operating Officer of the WB, a Warner Bros. television network (“The WB”), where he had direct oversight of all business and operations departments such as business affairs, finance, network distribution (which included The WB 100+ station group), technology, legal, research, network operations, broadcast standards and human resources. While Chief Operating Officer at The WB, Mr. Maatta also served as The WB’s General Counsel. Mr. Maatta is currently a director of Trader Vics, Inc., a Polynesian-style restaurant chain, a position he has held since 1998.
Mr. Maatta received a Bachelor of Arts in Government from the University of San Francisco in 1974, and a received a Juris Doctor from the University of California, Hastings College of the Law, in 1977.
The Board believes that Mr. Maatta’s experience in operating companies in the entertainment industry and his contacts in the industry will be an important factor in the Company’s growth as a digital entertainment and event company.
Family Relationships
Mr. Maatta does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Compensatory Arrangements of Certain Officers.
(d)
Options
As described in Item 1.01 above, which is incorporated by reference to this Item 5.02, the Company entered into a Non-qualified Stock Option Agreement (“Stock Option Agreement”) with Mr. Maatta. Pursuant to Mr. Maatta’s Stock Option Agreement, he was granted a non-qualified stock purchase option (the “Non-qualified Option”) to purchase up to an aggregate of one hundred fifty thousand (150,000) shares of Common Stock of the Company, subject to the terms and conditions of the 2011 Incentive and Award Plan (the “Plan”), which was authorized and approved by the Board. The exercise price for the Non-qualified Option is the closing price on the trading day immediately prior to the date of grant of the Non-qualified Option on the OTC Markets. The Non-qualified Option vests quarterly over a three (3) year period, subject to Mr. Maatta continuing to be a member of the Board on each applicable vesting date, and will remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary of the date of grant. All or any part of the vested but unexercised portion of the Non-qualified Option is subject to forfeiture in the event of a breach of insider trading rules or obligations of confidentiality, in the event that Mr. Maatta or his affiliates competes with the Company or solicits employees or customers of the Company, and in the event of death, disability or retirement of Mr. Maatta.
The above descriptions of the Stock Option Agreement and the Plan do not purport to be complete, and are qualified in their entirety by reference to the full text of the Plan and the Stock Option Agreement, which is incorporated by reference herein as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Director Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 9, 2011) | |
| 10.2 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 9, 2011) | |
| 10.3 | Wizard World, Inc. 2011 Stock Incentive and Reward Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2011). | |
| 10.4 | Form of Non-qualified Stock Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2011). |
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.
| Dated: May 25, 2011 | By: | /s/ Gareb Shamus | |
| Name: | Gareb Shamus | ||
| Title: | President and Chief Executive Officer | ||