AVID TECHNOLOGY, INC. (NASDAQ:AVID) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure in Item 5.02 of this Current Report on Form 8-K
regarding the issuance of an inducement award in the form of
restricted stock units (RSUs) to Brian Agle is incorporated by
reference into this Item. The inducement grant is exempt from the
registration requirements of the Securities Act of 1933 by virtue
of Section 4(a)(2) thereof and/or Regulation D promulgated
thereunder.
regarding the issuance of an inducement award in the form of
restricted stock units (RSUs) to Brian Agle is incorporated by
reference into this Item. The inducement grant is exempt from the
registration requirements of the Securities Act of 1933 by virtue
of Section 4(a)(2) thereof and/or Regulation D promulgated
thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Appointment of Brian E. Agle as Chief Financial Officer
On December 2, 2016, the Board of Directors (the Board) of Avid
Technology, Inc. (the Company) appointed Brian E. Agle as the
Companys Senior Vice President and Chief Financial Officer,
effective December 12, 2016. Mr. Agle replaces Ilan Sidi who has
acted as the Companys Chief Financial Officer on an interim basis
since May 5, 2016. Mr. Sidi has resigned as the Companys interim
Chief Financial Officer and will resume his role as the Companys
Vice President of Human Resources, effective December 12, 2016.
Technology, Inc. (the Company) appointed Brian E. Agle as the
Companys Senior Vice President and Chief Financial Officer,
effective December 12, 2016. Mr. Agle replaces Ilan Sidi who has
acted as the Companys Chief Financial Officer on an interim basis
since May 5, 2016. Mr. Sidi has resigned as the Companys interim
Chief Financial Officer and will resume his role as the Companys
Vice President of Human Resources, effective December 12, 2016.
From 2014 until joining the Company, Mr. Agle, 54, served as an
Operating Advisor at Francisco Partners, a leading global private
equity firm focused on technology, and was responsible for
leading the finance and accounting best practices across the
firms more than 30 portfolio companies. From 2008 until 2012, Mr.
Agle served as Chief Financial Officer at Rocket Software, an
enterprise-software development company, where during his tenure
he directed the successful acquisition and integration of several
companies and asset purchases. Before joining Rocket, he was
Senior Vice President and Chief Financial Officer for Activant
Solutions, a business management software company. Previously,
Mr. Agle spent fourteen years at Novell Inc. where he operated in
several financial leadership roles including Vice President, CFO
of Global Field Operations with financial responsibility for the
$1 billion business. Mr. Agle began his career with Ernst Young
and is a licensed CPA (inactive) in California, with both a
bachelors degree in accounting and a masters of accountancy from
Brigham Young University.
Operating Advisor at Francisco Partners, a leading global private
equity firm focused on technology, and was responsible for
leading the finance and accounting best practices across the
firms more than 30 portfolio companies. From 2008 until 2012, Mr.
Agle served as Chief Financial Officer at Rocket Software, an
enterprise-software development company, where during his tenure
he directed the successful acquisition and integration of several
companies and asset purchases. Before joining Rocket, he was
Senior Vice President and Chief Financial Officer for Activant
Solutions, a business management software company. Previously,
Mr. Agle spent fourteen years at Novell Inc. where he operated in
several financial leadership roles including Vice President, CFO
of Global Field Operations with financial responsibility for the
$1 billion business. Mr. Agle began his career with Ernst Young
and is a licensed CPA (inactive) in California, with both a
bachelors degree in accounting and a masters of accountancy from
Brigham Young University.
Mr. Agles annual base salary will be $385,000, with an initial
signing bonus of $150,000. Mr. Agle will be eligible to receive
an annual incentive bonus payout with a target of 70% of his
annual base salary. Additionally, Mr. Agle will be entitled to
receive, subject to Compensation Committee approval at such time,
a grant of restricted stock units (RSUs) having a value of
$900,000 in or around March 2017, with 50% of the RSUs to be time
vested and 50% to be performance vested. The RSUs will vest as
follows: 33.33% of the time-vested portion will vest on the first
anniversary of the grant date, and an additional 8.33% of the
time-vested portion will vest at the end of each three-month
period, starting from the first anniversary of the grant date.
The performance-vesting portion of these RSUs will vest according
to the attainment of performance targets to be set by the
Compensation Committee at the time of grant. The actual number of
RSUs to be granted to Mr. Agle in or around March 2017 will be
determined by the closing price of the Companys common stock on
the NASDAQ Global Select Market on the date of the grant.
signing bonus of $150,000. Mr. Agle will be eligible to receive
an annual incentive bonus payout with a target of 70% of his
annual base salary. Additionally, Mr. Agle will be entitled to
receive, subject to Compensation Committee approval at such time,
a grant of restricted stock units (RSUs) having a value of
$900,000 in or around March 2017, with 50% of the RSUs to be time
vested and 50% to be performance vested. The RSUs will vest as
follows: 33.33% of the time-vested portion will vest on the first
anniversary of the grant date, and an additional 8.33% of the
time-vested portion will vest at the end of each three-month
period, starting from the first anniversary of the grant date.
The performance-vesting portion of these RSUs will vest according
to the attainment of performance targets to be set by the
Compensation Committee at the time of grant. The actual number of
RSUs to be granted to Mr. Agle in or around March 2017 will be
determined by the closing price of the Companys common stock on
the NASDAQ Global Select Market on the date of the grant.
Further, as a material inducement to Mr. Agle to enter into
employment with the Company, the Compensation Committee approved
a grant to Mr. Agle of 245,700 RSUs (the Inducement RSUs)
effective on December 12, 2016. The Inducement RSUs will vest as
follows: 33.33% will vest on the first anniversary of the grant
date, and an additional 8.33% will vest at the end of each
three-month period, starting from the first anniversary of the
grant date. The Inducement RSUs are intended to be granted to and
in accordance with NASDAQ Listing Rule 5635(c)(4). A copy of the
inducement grant award agreement between the Company and Mr. Agle
is attached hereto as Exhibit 10.1, and is incorporated herein by
reference.
employment with the Company, the Compensation Committee approved
a grant to Mr. Agle of 245,700 RSUs (the Inducement RSUs)
effective on December 12, 2016. The Inducement RSUs will vest as
follows: 33.33% will vest on the first anniversary of the grant
date, and an additional 8.33% will vest at the end of each
three-month period, starting from the first anniversary of the
grant date. The Inducement RSUs are intended to be granted to and
in accordance with NASDAQ Listing Rule 5635(c)(4). A copy of the
inducement grant award agreement between the Company and Mr. Agle
is attached hereto as Exhibit 10.1, and is incorporated herein by
reference.
The terms of Mr. Agles employment are summarized in an Offer
Letter Agreement, dated as of December 2, 2016 (the Offer
Letter), a copy of which is attached hereto as Exhibit 10.2. The
foregoing description of the Offer Letter does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Offer Letter, which is incorporated by reference
herein.
Letter Agreement, dated as of December 2, 2016 (the Offer
Letter), a copy of which is attached hereto as Exhibit 10.2. The
foregoing description of the Offer Letter does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Offer Letter, which is incorporated by reference
herein.
There are no arrangements or understandings between Mr. Agle and
any other persons to which Mr. Agle was named as Senior Vice
President and Chief Financial Officer of the Company. There are
also no family relationships between Mr. Agle and any director or
executive officer of the Company and Mr. Agle has no direct or
indirect material interest in any transaction or proposed
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
any other persons to which Mr. Agle was named as Senior Vice
President and Chief Financial Officer of the Company. There are
also no family relationships between Mr. Agle and any director or
executive officer of the Company and Mr. Agle has no direct or
indirect material interest in any transaction or proposed
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
Appointment of Jeff Rosica as President
On December 2, 2016, the Board appointed Jeff Rosica, who had
previously served as the Companys Senior Vice President, Chief
Sales Marketing Officer as the Companys President, effective
December 7, 2016.
previously served as the Companys Senior Vice President, Chief
Sales Marketing Officer as the Companys President, effective
December 7, 2016.
Jeff Rosica joined the Company as Senior Vice President of
Worldwide Field Operations in January 2013 and in January 2016 he
was appointed Senior Vice President, Chief Sales and Marketing
Officer. From early 2002 until joining the Company, Mr. Rosica
served in various capacities with Grass Valley, LLC, a broadcast
equipment supplier, most recently as Executive Vice President,
Chief Sales and Marketing Officer. Prior to that, starting 1996,
Mr. Rosica was Vice President and General Manager of Phillips
Broadcast.
Worldwide Field Operations in January 2013 and in January 2016 he
was appointed Senior Vice President, Chief Sales and Marketing
Officer. From early 2002 until joining the Company, Mr. Rosica
served in various capacities with Grass Valley, LLC, a broadcast
equipment supplier, most recently as Executive Vice President,
Chief Sales and Marketing Officer. Prior to that, starting 1996,
Mr. Rosica was Vice President and General Manager of Phillips
Broadcast.
In connection with his promotion, the Company increased Mr.
Rosicas salary to $450,000 annually. Further, the Compensation
Committee approved a grant to Mr. Rosica of RSUs with a value of
$500,000, as determined by the price of the Companys stock on the
date of the grant (the Promotion RSUs). The Promotion RSUs will
vest as follows: 33.33% will vest on the first anniversary of the
grant date, and an additional 8.33% will vest at the end of each
three-month period, starting from the first anniversary of the
grant date. For the most recent completed fiscal year, Mr. Rosica
was a named executive officer, and his existing compensation has
been described in the Companys 2016 definitive proxy statement on
Schedule 14A, dated April 5, 2016.
Rosicas salary to $450,000 annually. Further, the Compensation
Committee approved a grant to Mr. Rosica of RSUs with a value of
$500,000, as determined by the price of the Companys stock on the
date of the grant (the Promotion RSUs). The Promotion RSUs will
vest as follows: 33.33% will vest on the first anniversary of the
grant date, and an additional 8.33% will vest at the end of each
three-month period, starting from the first anniversary of the
grant date. For the most recent completed fiscal year, Mr. Rosica
was a named executive officer, and his existing compensation has
been described in the Companys 2016 definitive proxy statement on
Schedule 14A, dated April 5, 2016.
The terms of Mr. Rosicas promotion are summarized in a Promotion
Letter Agreement, dated as of December 2, 2016 (the Promotion
Letter), a copy of which is attached hereto as Exhibit 10.3. The
foregoing description of the Promotion Letter does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Promotion Letter, which is incorporated by
reference herein.
Letter Agreement, dated as of December 2, 2016 (the Promotion
Letter), a copy of which is attached hereto as Exhibit 10.3. The
foregoing description of the Promotion Letter does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Promotion Letter, which is incorporated by
reference herein.
There are no arrangements or understandings between Mr. Rosica
and any other persons to which Mr. Rosica was named as President
of the Company. There are also no family relationships between
Mr. Rosica and any director or executive officer of the Company
and Mr. Rosica has no direct or indirect material interest in any
transaction or proposed transaction required to be disclosed to
Item 404(a) of Regulation S-K.
and any other persons to which Mr. Rosica was named as President
of the Company. There are also no family relationships between
Mr. Rosica and any director or executive officer of the Company
and Mr. Rosica has no direct or indirect material interest in any
transaction or proposed transaction required to be disclosed to
Item 404(a) of Regulation S-K.
Resignation of Ilan Sidi as Interim Chief Financial Officer
In connection with Mr. Agles appointment as the Companys Senior
Vice President and Chief Financial Officer, effective December
12, 2016, Mr. Ilan Sidi resigned from his position as the
Companys interim Chief Financial Officer and will continue his
role as the Companys Vice President of Human Resources.
Vice President and Chief Financial Officer, effective December
12, 2016, Mr. Ilan Sidi resigned from his position as the
Companys interim Chief Financial Officer and will continue his
role as the Companys Vice President of Human Resources.
As previously disclosed on a Current Report on Form 8-K filed by
the Company on May 5, 2016, in recognition of the increased
responsibility Mr. Sidi assumed as interim Chief Financial
Officer, the Compensation Committee authorized a temporary
increase of Mr. Sidis monthly compensation. On December 2, 2016,
the Compensation Committee extended the temporary increase of Mr.
Sidis compensation through December 31, 2016, on which date Mr.
Sidis monthly compensation will revert to its previous level.
the Company on May 5, 2016, in recognition of the increased
responsibility Mr. Sidi assumed as interim Chief Financial
Officer, the Compensation Committee authorized a temporary
increase of Mr. Sidis monthly compensation. On December 2, 2016,
the Compensation Committee extended the temporary increase of Mr.
Sidis compensation through December 31, 2016, on which date Mr.
Sidis monthly compensation will revert to its previous level.
Resignation of Louis Hernandez, Jr. as President
In connection with Mr. Rosicas appointment as the Companys
President, effective December 7, 2016, Mr. Hernandez resigned
from his position as the Companys President. He will continue to
serve as the Companys Chairman and CEO.
President, effective December 7, 2016, Mr. Hernandez resigned
from his position as the Companys President. He will continue to
serve as the Companys Chairman and CEO.
Resignation of Rick Lowenstein as SVP of Customer Success and
Professional Services
Professional Services
On December 2, 2016, Rick Lowenstein, resigned from his position
as the Companys Senior Vice President of Global services for
Avid, effective December 7, 2016.
as the Companys Senior Vice President of Global services for
Avid, effective December 7, 2016.
Item 7.01. Regulation FD Disclosure
On December 5, 2016, the Company issued two press releases
reporting the above changes to its management team. Copies of the
press releases are attached as Exhibit 99.1 and 99.2,
respectively.
reporting the above changes to its management team. Copies of the
press releases are attached as Exhibit 99.1 and 99.2,
respectively.
This information, including Exhibit 99.1 and Exhibit 99.2 shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act), or otherwise subject to
the liabilities under Section 18 of the Exchange
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act), or otherwise subject to
the liabilities under Section 18 of the Exchange
Act, and shall not be deemed to be incorporated by reference into
any filing of the Company under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
any filing of the Company under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
RSU Award Agreement between Avid Technology, Inc. and
Brian E. Agle. |
|
10.2
|
Offer Letter Agreement between Avid Technology, Inc.
and Brian E. Agle, dated December 2, 2016. |
|
10.3
|
Promotion Letter Agreement between Avid Technology,
Inc. and Jeff Rosica, dated December 2, 2016. |
|
99.1*
|
Press Release announcing CFO Change, dated December 5,
2016. |
|
99.2*
|
Press Release announcing Senior Leadership Changes,
dated December 5, 2016. |
*Document furnished not filed herewith
About AVID TECHNOLOGY, INC. (NASDAQ:AVID)
Avid Technology, Inc. is a provider of an open and integrated technology platform, along with applications and services that enable the creation, distribution and monetization of audio and video content. The Company develops, markets, sells and supports software and hardware for digital media content production, management, secured content storage and distribution. The Company’s products are used in production and post-production facilities; film studios; network, affiliate, independent and cable television stations; recording studios; live-sound performance venues; advertising agencies; government and educational institutions; corporate communication departments, and by independent video and audio creative professionals, as well as aspiring professionals and enthusiasts. Projects produced using its products include feature films, television programs, live events, news broadcasts, commercials, music, video and other digital media content. AVID TECHNOLOGY, INC. (NASDAQ:AVID) Recent Trading Information
AVID TECHNOLOGY, INC. (NASDAQ:AVID) closed its last trading session up +0.36 at 4.43 with 543,543 shares trading hands.