Autobytel Inc. (NASDAQ:ABTL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
Fourth Amended and Restated Stockholder Agreement
On January 26, 2017, the Board of Directors (Board) of Autobytel
Inc. (Autobytel or Company) authorized Robert J. Mylod, Jr.,
William Ferriolo and Julio Gonzalez Arrivillaga, each
individually, to purchase up to 25,000 shares of Autobytel common
stock, $0.001 par value (Common Stock), in open market
transactions. Additionally, the Compensation Committee of the
Board granted stock options to purchase 5,000 shares of Common
Stock to Mr. Arrivillaga in connection with his service to the
Company as an employee of a wholly owned, indirect subsidiary of
the Company. The foregoing authorizations and options were
contingent upon the execution of the Fourth Amended and Restated
Stockholder Agreement, which was executed and became effective as
of March 1, 2017, by and between Autobytel and the parties set
forth on the pages thereto (Stockholder Agreement). Any purchases
by Messrs. Mylod, Ferriolo and/or Arrivillaga must comply with
the Stockholder Agreement, Autobytels Securities Trading Policy,
and applicable law, rules, and regulations.
Inc. (Autobytel or Company) authorized Robert J. Mylod, Jr.,
William Ferriolo and Julio Gonzalez Arrivillaga, each
individually, to purchase up to 25,000 shares of Autobytel common
stock, $0.001 par value (Common Stock), in open market
transactions. Additionally, the Compensation Committee of the
Board granted stock options to purchase 5,000 shares of Common
Stock to Mr. Arrivillaga in connection with his service to the
Company as an employee of a wholly owned, indirect subsidiary of
the Company. The foregoing authorizations and options were
contingent upon the execution of the Fourth Amended and Restated
Stockholder Agreement, which was executed and became effective as
of March 1, 2017, by and between Autobytel and the parties set
forth on the pages thereto (Stockholder Agreement). Any purchases
by Messrs. Mylod, Ferriolo and/or Arrivillaga must comply with
the Stockholder Agreement, Autobytels Securities Trading Policy,
and applicable law, rules, and regulations.
The Stockholder Agreement also permits any grants authorized by
the Board, now or in the future, of options to purchase shares of
Common Stock, stock appreciation rights, restricted stock,
restricted stock units, and other share-based awards under any of
the Companys then-current equity incentive plans to any
restricted stockholders in connection with such restricted
stockholders service to the Company.
the Board, now or in the future, of options to purchase shares of
Common Stock, stock appreciation rights, restricted stock,
restricted stock units, and other share-based awards under any of
the Companys then-current equity incentive plans to any
restricted stockholders in connection with such restricted
stockholders service to the Company.
The foregoing description of the Stockholder Agreement is not
complete and is qualified in its entirety by reference to the
Stockholder Agreement, a copy of which is filed herewith as
Exhibit 10.1 to this Current Report on Form 8-K.
complete and is qualified in its entirety by reference to the
Stockholder Agreement, a copy of which is filed herewith as
Exhibit 10.1 to this Current Report on Form 8-K.
Tax Benefit Preservation Plan Exemption
In connection with the foregoing authorizations and the execution
of the Stockholder Agreement, the Board exercised its
discretionary authority under the Companys Tax Benefit
Preservation Plan (NOL Plan) to deem the restricted stockholder
parties to the Stockholder Agreement not to be an Acquiring
Person (as defined in the NOL Plan) and to grant an exemption
under the NOL Plan to permit: (i) the open market purchase
transactions by Messrs. Mylod, Ferriolo, or Arrivillaga, (ii) the
foregoing stock option grant to Mr. Arrivillaga, and (iii) any
grants authorized by the Board, now or in the future, of options
to purchase shares of Common Stock, stock appreciation rights,
restricted stock, restricted stock units, and other share-based
awards under any of the Companys then-current equity incentive
plans to any restricted stockholders in connection with such
restricted stockholders service to the Company. The foregoing
exemption is subject to and in reliance upon, the restricted
stockholders entering into and remaining in compliance with the
terms and conditions set forth in the Stockholder Agreement.
of the Stockholder Agreement, the Board exercised its
discretionary authority under the Companys Tax Benefit
Preservation Plan (NOL Plan) to deem the restricted stockholder
parties to the Stockholder Agreement not to be an Acquiring
Person (as defined in the NOL Plan) and to grant an exemption
under the NOL Plan to permit: (i) the open market purchase
transactions by Messrs. Mylod, Ferriolo, or Arrivillaga, (ii) the
foregoing stock option grant to Mr. Arrivillaga, and (iii) any
grants authorized by the Board, now or in the future, of options
to purchase shares of Common Stock, stock appreciation rights,
restricted stock, restricted stock units, and other share-based
awards under any of the Companys then-current equity incentive
plans to any restricted stockholders in connection with such
restricted stockholders service to the Company. The foregoing
exemption is subject to and in reliance upon, the restricted
stockholders entering into and remaining in compliance with the
terms and conditions set forth in the Stockholder Agreement.
The foregoing description of the NOL Plan does not purport to be
complete and is qualified in its entirety by reference to the Tax
Benefit Preservation Plan dated as of May 26, 2010 between
Autobytel Inc. and Computershare Trust Company, N.A., as rights
agent, together with the following exhibits thereto: Exhibit A
Form of Right Certificate; and Exhibit B Summary of Rights to
Purchase Shares of Preferred Stock of Autobytel Inc., which is
incorporated herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission (SEC) on June 2, 2010 (SEC File No. 000-22239), as
amended by Amendment No. 1 to Tax Benefit Preservation Plan,
dated as of April 14, 2014, between Autobytel Inc. and
Computershare Trust Company, N.A., as rights agent, which is
incorporated herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File
No. 001-34761), together with the Certificate of Adjustment Under
Section 11(m) of the Tax Benefit Preservation Plan, which is
incorporated herein by reference to Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2012 filed with the SEC on November 8, 2012 (SEC File No.
001-34761).
complete and is qualified in its entirety by reference to the Tax
Benefit Preservation Plan dated as of May 26, 2010 between
Autobytel Inc. and Computershare Trust Company, N.A., as rights
agent, together with the following exhibits thereto: Exhibit A
Form of Right Certificate; and Exhibit B Summary of Rights to
Purchase Shares of Preferred Stock of Autobytel Inc., which is
incorporated herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission (SEC) on June 2, 2010 (SEC File No. 000-22239), as
amended by Amendment No. 1 to Tax Benefit Preservation Plan,
dated as of April 14, 2014, between Autobytel Inc. and
Computershare Trust Company, N.A., as rights agent, which is
incorporated herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File
No. 001-34761), together with the Certificate of Adjustment Under
Section 11(m) of the Tax Benefit Preservation Plan, which is
incorporated herein by reference to Exhibit 4.3 to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2012 filed with the SEC on November 8, 2012 (SEC File No.
001-34761).
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Fourth Amended and Restated Stockholder Agreement, made
as of March 1, 2017, by and among Autobytel Inc. and the parties set forth on the pages thereto. |
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10.2
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Tax Benefit Preservation Plan dated as of May 26, 2010
between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, together with the following exhibits thereto: Exhibit A Form of Right Certificate; and Exhibit B Summary of Rights to Purchase Shares of Preferred Stock of Autobytel Inc., which is incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No. 000-22239), as amended by Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014, between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, which is incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File No. 001-34761), together with the Certificate of Adjustment Under Section 11(m) of the Tax Benefit Preservation Plan, which is incorporated herein by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the SEC on November 8, 2012 (SEC File No. 001-34761). |
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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.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: March 2, 2017
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AUTOBYTEL INC.
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By:
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/s/ Glenn E. Fuller
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Glenn E. Fuller, Executive Vice President, Chief Legal
and Administrative Officer and Secretary |
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INDEX OF EXHIBITS
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Exhibit No.
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Description of Document
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10.1
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Fourth Amended and Restated Stockholder Agreement, made
as of March 1, 2017, by and among Autobytel Inc. and the parties set forth on the |
About Autobytel Inc. (NASDAQ:ABTL)
Autobytel Inc. is an automotive marketing services company that assists automotive retail dealers and automotive manufacturers market and sell new and used vehicles to consumers through the programs for online lead referrals, dealer marketing products and services, and online advertising programs and mobile products. The Company operates through providing automotive marketing services segment. Its consumer-facing automotive Websites, including Website Autobytel.com, provide consumers with information and tools to aid them with the automotive purchase decisions and ability to submit inquiries requesting dealers to contact the consumers regarding purchasing or leasing vehicles. Its AutoWeb pay-per-click advertising marketplace program uses technology to refer consumer traffic to dealers and manufacturer Websites. For consumers who may not be able to secure loans through conventional lending sources, the Websites provide these consumers the ability to submit inquiries requesting dealers. Autobytel Inc. (NASDAQ:ABTL) Recent Trading Information
Autobytel Inc. (NASDAQ:ABTL) closed its last trading session up +0.38 at 13.09 with 83,039 shares trading hands.
