COPSYNC, INC. (NASDAQ:COYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
COPsync, Inc. (the Company) appointed Brad Powers and Ward E.
Leber as directors of the Company. Their appointments are
effective October 5, 2016 and they will each stand for election
to the Board at the Companys 2017 Annual Meeting of
Stockholders.
arrangements with Mr. Leber for marketing and business
development services and with the Child Safety Network, LLC
(CSN), the master licensor on behalf of the non-profit
organization Child Safety Network, Inc., for government
relations and certain business services. Mr. Leber founded and
serves as chairman of the professional advisory board of the
Child Safety Network, Inc., and serves as president of CSN. to
the consulting agreement with Mr. Leber, the Company will pay
Mr. Leber a fee of $10,000 per month. In addition, Mr. Leber
will be granted options to acquire 200,000 shares of the
Companys common stock, par value $0.0001 per share (the Common
Stock), at an exercise price of $1.00 per share, which stock
options vest pro-rata as of October 1, 2016, on a monthly basis
over three (3) years. The term of Mr. Lebers consulting
agreement is twelve (12) months, and may be terminated by
either party upon 30 days written notice. to the consulting
agreement with CSN, the Company shall pay CSN a fee of $35,000
per month, which amount shall be primarily used for certain
government relations services. In addition, CSN will be granted
options to acquire 420,000 shares of Common Stock, at an
exercise price of $1.00 per share, which stock options vest
pro-rata as of October 1, 2016, on a monthly basis over one (1)
year. The term of the CSN consulting agreement is twelve (12)
months, and may be terminated by either party upon 30 days
written notice. In consideration for the Companys obligations
under the CSN consulting agreement, and for no additional
consideration, CSN also granted the Company a non-exclusive
license in the United States and all other countries in which
CSN is or in the future conducts business, to use and display
CSNs name, trademarks, tradenames and logos, subject to certain
terms and conditions as set forth in the Non-Exclusive License
Agreement, effective as of October 1, 2016, by and between the
Company and CSN.
compensation committee, subject to final confirmation that Mr.
Powers satisfies the independent director standards under
NASDAQ corporate governance rules. The Company expects to enter
into a consulting arrangement with Mr. Powers for advisory and
general business services, to which Mr. Powers would also
receive equity and cash compensation, which would be considered
in determining whether Mr. Powers satisfies NASDAQs independent
director standards.
service on the Board and its committees in accordance with the
Companys standard compensation policies and practices for
non-employee directors, the components of which were disclosed
in the Companys Proxy Statement for its 2016 Annual Meeting of
Stockholders. A copy of the Companys press release announcing
the appointment of Messrs. Powers and Leber is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits
|
Exhibit No.
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Description
|
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10.1
|
Consulting Agreement, effective as of October 1, 2016, by
and between COPsync, Inc. and Ward E. Leber |
|
10.2
|
Consulting Agreement, effective as of October 1, 2016, by
and between COPsync, Inc. and Child Safety Network, LLC |
|
99.1
|
Press Release, dated October 6, 2016, entitled COPsync
Appoints Two New Members to Board of Directors.* |
About COPSYNC, INC. (NASDAQ:COYN)
COPsync, Inc. operates a law enforcement mobile data information system in the United States. The Company provides COPsync Network service, which is a real-time, in-car information sharing, communication and data interoperability network, which is delivered through software as a service. The Company offers the COPsync911 threat alert service for use in schools, hospitals, day care facilities, Government office buildings and other facilities. The COURTsync service enables judges and court personnel to instantly send emergency alerts directly to the closest law enforcement officers in their patrol vehicles and to the local 911 dispatch center, from any computer within the facility. The Company also augments other services with its own law enforcement in-car video system, named VidTac. The Company’s VidTac is an in-vehicle video system, software driven, digital in-car video system for law enforcement. COPSYNC, INC. (NASDAQ:COYN) Recent Trading Information
COPSYNC, INC. (NASDAQ:COYN) closed its last trading session down -0.020 at 0.810 with 103,220 shares trading hands.