INSEEGO CORP. (NASDAQ:INSG) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02.
Termination of a Material Agreement.
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On June 5, 2017, Inseego Corp. (the Company) terminated the Stock
Purchase Agreement, dated as of September 21, 2016, (the Purchase
Agreement) among the Company and its subsidiary, Novatel
Wireless, Inc. (Novatel Wireless and collectively, the Sellers)
on the one hand, and T.C.L. Industries Holdings (H.K.) Limited
and Jade Ocean Global Limited on the other hand. The Purchase
Agreement had related to the sale of the Companys subsidiary,
Novatel Wireless, which includes the Companys MiFi branded
hotspots and USB modem product lines (the MiFi Business). The
Purchase Agreement was terminated due to delays and uncertainty
in securing approval of the transactions contemplated by the
Purchase Agreement from the Committee on Foreign Investment in
the United States. As a result of such termination, the Company
will retain its ownership interest in Novatel Wireless and the
MiFi Business. The Company intends to retain such business and
has no plans to sell it to another party.
Purchase Agreement, dated as of September 21, 2016, (the Purchase
Agreement) among the Company and its subsidiary, Novatel
Wireless, Inc. (Novatel Wireless and collectively, the Sellers)
on the one hand, and T.C.L. Industries Holdings (H.K.) Limited
and Jade Ocean Global Limited on the other hand. The Purchase
Agreement had related to the sale of the Companys subsidiary,
Novatel Wireless, which includes the Companys MiFi branded
hotspots and USB modem product lines (the MiFi Business). The
Purchase Agreement was terminated due to delays and uncertainty
in securing approval of the transactions contemplated by the
Purchase Agreement from the Committee on Foreign Investment in
the United States. As a result of such termination, the Company
will retain its ownership interest in Novatel Wireless and the
MiFi Business. The Company intends to retain such business and
has no plans to sell it to another party.
Item 2.05.
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Costs Associated with Exit or Disposal Activities.
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On June 6, 2017, the Board of Directors of the Company approved a
restructuring initiative that will focus on the Companys revised
corporate strategy, which includes the reorganization of
executive level management, a reduction-in-force and the
consolidation of certain of its facilities. The restructuring
initiative is expected to cost a total of approximately $2.7
million, including approximately $1.2 million in employee
severance costs, approximately $0.9 million in facility exit
related costs and approximately $0.6 million in other associated
costs. The restructuring initiative is expected to have total
cash expenditures of approximately $2.2 million and be completed
when the Companys San Diego headquarters lease expires in
December 2019.
restructuring initiative that will focus on the Companys revised
corporate strategy, which includes the reorganization of
executive level management, a reduction-in-force and the
consolidation of certain of its facilities. The restructuring
initiative is expected to cost a total of approximately $2.7
million, including approximately $1.2 million in employee
severance costs, approximately $0.9 million in facility exit
related costs and approximately $0.6 million in other associated
costs. The restructuring initiative is expected to have total
cash expenditures of approximately $2.2 million and be completed
when the Companys San Diego headquarters lease expires in
December 2019.
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 6, 2017, Sue Swenson, the Chairman of the Board of
Directors and the Chief Executive Officer of the Company,
resigned from the Board of Directors and all offices that she
held with the Company and its affiliates, effective immediately.
Ms. Swensons resignation was not the result of any disagreement
with respect to the Companys operations, policies or practices.
In connection with her resignation, Ms. Swenson will not receive
any severance benefits and any unvested portion of her
outstanding equity awards was forfeited.
Directors and the Chief Executive Officer of the Company,
resigned from the Board of Directors and all offices that she
held with the Company and its affiliates, effective immediately.
Ms. Swensons resignation was not the result of any disagreement
with respect to the Companys operations, policies or practices.
In connection with her resignation, Ms. Swenson will not receive
any severance benefits and any unvested portion of her
outstanding equity awards was forfeited.
On June 6, 2017, Dan Mondor, age 61, was appointed as the
Companys President and Chief Executive Officer, effective
immediately. Mr. Mondor was also appointed to fill the vacancy on
the Companys Board of Directors left by the resignation of Ms.
Swenson. Mr. Mondor became a member of the class of directors
whose term of office will expire at the 2019 Annual Meeting of
Stockholders.
Companys President and Chief Executive Officer, effective
immediately. Mr. Mondor was also appointed to fill the vacancy on
the Companys Board of Directors left by the resignation of Ms.
Swenson. Mr. Mondor became a member of the class of directors
whose term of office will expire at the 2019 Annual Meeting of
Stockholders.
Prior to joining the Company, from April 2016 to June 2017, Mr.
Mondor provided corporate strategy and MA advisory services to
the telecommunications industry through his private consulting
firm. From March 2015 to March 2016, he was President and CEO of
Spectralink Corporation, a private-equity owned global company
that designs and manufactures mobile-workforce telecommunications
products, including Android based industrial WiFi devices, for
global enterprises. From April 2008 to November 2014, Mr. Mondor
was the President and CEO of Concurrent Computer Corporation, a
global company that designs and manufactures IP video delivery
systems and real-time Linux based software solutions for the
global services provider, military, aerospace and financial
services industries. From February 2007 to March 2008, he was
President of Mitel Networks, Inc., a subsidiary of Mitel Networks
Corporation, a global company that designs and manufactures
business communications systems and mobile communications
technology that serve the enterprise and wireless carrier
markets. Prior to that, Mr. Mondor held a number of executive
management positions at Nortel Networks, including VP and GM of
Enterprise Network Solutions and VP of Global Marketing for
Nortels $10 billion Optical Internet business. Mr. Mondor holds a
Masters degree in Electrical Engineering from the University of
Ottawa and a Bachelor of Science degree in Electrical Engineering
from the University of Manitoba.
Mondor provided corporate strategy and MA advisory services to
the telecommunications industry through his private consulting
firm. From March 2015 to March 2016, he was President and CEO of
Spectralink Corporation, a private-equity owned global company
that designs and manufactures mobile-workforce telecommunications
products, including Android based industrial WiFi devices, for
global enterprises. From April 2008 to November 2014, Mr. Mondor
was the President and CEO of Concurrent Computer Corporation, a
global company that designs and manufactures IP video delivery
systems and real-time Linux based software solutions for the
global services provider, military, aerospace and financial
services industries. From February 2007 to March 2008, he was
President of Mitel Networks, Inc., a subsidiary of Mitel Networks
Corporation, a global company that designs and manufactures
business communications systems and mobile communications
technology that serve the enterprise and wireless carrier
markets. Prior to that, Mr. Mondor held a number of executive
management positions at Nortel Networks, including VP and GM of
Enterprise Network Solutions and VP of Global Marketing for
Nortels $10 billion Optical Internet business. Mr. Mondor holds a
Masters degree in Electrical Engineering from the University of
Ottawa and a Bachelor of Science degree in Electrical Engineering
from the University of Manitoba.
There are no arrangements or understandings between Mr. Mondor
and any other persons to which he was selected as the Companys
President and Chief Executive Officer and to which he was elected
as a director of the Company. There are also no family
relationships between Mr. Mondor and any director or executive
officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.
and any other persons to which he was selected as the Companys
President and Chief Executive Officer and to which he was elected
as a director of the Company. There are also no family
relationships between Mr. Mondor and any director or executive
officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.
In connection with his appointment as the Companys President and
Chief Executive Officer, Mr. Mondor will be paid a cash salary of
$450,000 per year. He will also be eligible to participate in the
Companys 2017 Inseego Corporate Bonus Plan with a target bonus
equal to 65% of his base salary, subject to attaining
predetermined performance goals, and total bonus payout of up to
130% of his base salary, subject to attaining stretch performance
goals to be established by the Compensation Committee of the
Board of Directors. Mr. Mondor will be eligible to participate in
certain Company-sponsored benefits, such
Chief Executive Officer, Mr. Mondor will be paid a cash salary of
$450,000 per year. He will also be eligible to participate in the
Companys 2017 Inseego Corporate Bonus Plan with a target bonus
equal to 65% of his base salary, subject to attaining
predetermined performance goals, and total bonus payout of up to
130% of his base salary, subject to attaining stretch performance
goals to be established by the Compensation Committee of the
Board of Directors. Mr. Mondor will be eligible to participate in
certain Company-sponsored benefits, such
as health insurance plans, provided he meets the respective plan
eligibility requirements. Under the Companys expense
reimbursement policies, he will also be entitled to reimbursement
of his reasonable out of pocket costs and expenses incurred on
Company business.
eligibility requirements. Under the Companys expense
reimbursement policies, he will also be entitled to reimbursement
of his reasonable out of pocket costs and expenses incurred on
Company business.
to the Companys 2009 Omnibus Incentive Compensation Plan, Mr.
Mondor has been granted options to purchase 750,000 shares of the
Companys common stock at an exercise price of $0.94 per share,
the closing market price on the date of grant. As long as Mr.
Mondor remains employed by the Company, such options will vest
50% on the first anniversary of his employment, June 6, 2018. In
the event of a change in control of the Company (as defined in
his Change in Control and Severance Agreement, or CIC Agreement)
prior to June 6, 2018, 50% of the options will vest, provided Mr.
Mondor remains employed with the Company through the date of such
change in control.
Mondor has been granted options to purchase 750,000 shares of the
Companys common stock at an exercise price of $0.94 per share,
the closing market price on the date of grant. As long as Mr.
Mondor remains employed by the Company, such options will vest
50% on the first anniversary of his employment, June 6, 2018. In
the event of a change in control of the Company (as defined in
his Change in Control and Severance Agreement, or CIC Agreement)
prior to June 6, 2018, 50% of the options will vest, provided Mr.
Mondor remains employed with the Company through the date of such
change in control.
to his employment offer letter and his CIC Agreement, in the
event Mr. Mondors employment with the Company is involuntarily
terminated without cause (as defined in his CIC Agreement) prior
to June 6, 2018 and other than in connection with a change in
control of the Company, then as long as Mr. Mondor signs a
release of any claims against the Company, he will be entitled to
the following severance benefits: (i) cash equal to his base
salary, in the form of salary continuance, through June 6, 2018,
(ii) a pro rata portion of any management bonus which he would
have otherwise been entitled to receive for the portion of the
bonus measurement period that he remained employed by the
Company, and (iii) accelerated vesting of a pro rata portion of
the 750,000 options granted to him, based on the number of full
months between his start date and his termination date, divided
by 12.
event Mr. Mondors employment with the Company is involuntarily
terminated without cause (as defined in his CIC Agreement) prior
to June 6, 2018 and other than in connection with a change in
control of the Company, then as long as Mr. Mondor signs a
release of any claims against the Company, he will be entitled to
the following severance benefits: (i) cash equal to his base
salary, in the form of salary continuance, through June 6, 2018,
(ii) a pro rata portion of any management bonus which he would
have otherwise been entitled to receive for the portion of the
bonus measurement period that he remained employed by the
Company, and (iii) accelerated vesting of a pro rata portion of
the 750,000 options granted to him, based on the number of full
months between his start date and his termination date, divided
by 12.
to his CIC Agreement, in the event Mr. Mondors employment with
the Company is involuntarily terminated without cause or he
voluntarily terminates his employment for good reason during a
change in control period (as defined in his CIC Agreement), then
as long as Mr. Mondor signs a release of any claims against the
Company, he will be entitled to the following severance benefits:
(i) cash equal to his base salary, in the form of salary
continuance, for 18 months following his termination date, (ii) a
pro rata portion of any management bonus which he would have
otherwise been entitled to receive for the portion of the bonus
measurement period that he remained employed by the Company,
(iii) COBRA benefits paid by the Company for up to 9 months
following his termination, and (iv) immediate full vesting of all
equity awards granted to him by the Company which remain unvested
as of his termination date.
the Company is involuntarily terminated without cause or he
voluntarily terminates his employment for good reason during a
change in control period (as defined in his CIC Agreement), then
as long as Mr. Mondor signs a release of any claims against the
Company, he will be entitled to the following severance benefits:
(i) cash equal to his base salary, in the form of salary
continuance, for 18 months following his termination date, (ii) a
pro rata portion of any management bonus which he would have
otherwise been entitled to receive for the portion of the bonus
measurement period that he remained employed by the Company,
(iii) COBRA benefits paid by the Company for up to 9 months
following his termination, and (iv) immediate full vesting of all
equity awards granted to him by the Company which remain unvested
as of his termination date.
Mr. Mondor is considered an employee director and he will not
receive any separate compensation for his service on the Board of
Directors of the Company. Mr. Mondor has entered into the
Companys standard form of Indemnification Agreement for Directors
and Officers providing for indemnification by the Company in
certain circumstances for actions taken in connection with his
service to or for the Company.
receive any separate compensation for his service on the Board of
Directors of the Company. Mr. Mondor has entered into the
Companys standard form of Indemnification Agreement for Directors
and Officers providing for indemnification by the Company in
certain circumstances for actions taken in connection with his
service to or for the Company.
Copies of Mr. Mondors employment offer letter, CIC Agreement and
indemnification agreement are attached as exhibits to this
Current Report on Form 8-K and are hereby incorporated by
reference.
indemnification agreement are attached as exhibits to this
Current Report on Form 8-K and are hereby incorporated by
reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed with this report:
10.1
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Employment Offer Letter between the Company and Dan Mondor,
dated June 6, 2017. |
10.2
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Change in Control and Severance Agreement between the
Company and Dan Mondor, dated June 6, 2017. |
10.3
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Indemnification Agreement between the Company and Dan
Mondor, dated June 6, 2017. |
99.1
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Press Release, dated June 7, 2017.
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