SNAP INTERACTIVE, INC. (OTCMKTS:STVI) 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.
Appointment of Chief Financial Officer
Effective November 14, 2016, the Board of Directors (the
Board) of Snap Interactive, Inc. (the
Company) entered into an executive
employment agreement (the Employment
Agreement) with Judy Krandel under which Ms.
Krandel was appointed to serve as the Companys Chief Financial
Officer, including the roles of principal financial officer and
principal accounting officer. Ms. Krandel replaces Alexander
Harrington, who had been serving as interim Chief Financial
Officer and fulfilling the duties of principal financial officer
and principal accounting officer since March 15, 2014. Mr.
Harrington will continue to serve as the Chief Executive Officer
of the Company.
Ms. Krandel, 51, previously served as a member of the Companys
Board from March 2016 until the completion of the Companys merger
with A.V.M. Software, Inc. (d/b/a Paltalk) in October 2016. Ms.
Krandel previously served as a Portfolio Manager for the Juniper
Public Fund from 2011 to 2016. Before that, Ms. Krandel was a
Portfolio Manager at Alpine Woods where she managed portions of
two long/short equity hedge funds. Prior to that, she was a
Portfolio Manager from 2001 to 2009 at First New York Securities,
LLC, where her experience included founding and co-managing a
domestic long/short small-cap hedge fund. Ms. Krandel has been
engaged in public equity research and investing since 1992,
starting with Fred Alger Management, followed by positions at
Delaware Management and Kern Capital Management. Ms. Krandel
received her B.S. from the Wharton School of Business at the
University of Pennsylvania and her M.B.A. from the University of
Chicago.
Other than the Employment Agreement, there are no arrangements or
understandings between Ms. Krandel and any other persons to which
she was selected to serve as the Companys Chief Financial
Officer. In addition, there are no transactions between the
Company and Ms. Krandel or her immediate family members requiring
disclosure under Item 404(a) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended.
Employment Agreement
The Employment Agreement provides for an initial term of one year
and automatically renews for successive one-year terms, unless
earlier terminated by either party upon prior written notice. to
the Employment Agreement, Ms. Krandel is entitled to the
following compensation and benefits:
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A base salary at an annual rate of $200,000, which will be reviewed at least annually, and may be increased at the sole discretion of the Board. |
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An annual incentive bonus of up to $50,000 for the 2017 calendar year, $25,000 of which is guaranteed and the remainder of which is subject to the discretion of the Board. Annual incentive bonuses awarded for subsequent years shall be determined by the Board, based on criteria to be established jointly by the Chief Executive Officer and Ms. Krandel. |
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A stock option to purchase 5,000,000 shares of common stock as described below. |
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Four weeks paid vacation annually and reimbursement for eligible expenses. |
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Eligibility to participate in the Companys benefit plans that are generally provided for all employees. |
to its terms and conditions, the Employment Agreement may be
terminated by the Company (i) upon Ms. Krandels death or
permanent disability, (ii) for Cause (as defined in the
Employment Agreement) or (iii) without Cause upon prior written
notice to Ms. Krandel. The Employment Agreement may be terminated
by Ms. Krandel (i) for Good Reason (as defined in the Employment
Agreement) or (ii) other than for Good Reason, upon prior written
notice to the Company.
If the Company terminates Ms. Krandel for any reason she is
entitled to her earned but unpaid base salary through the date of
termination, any amounts to which she is entitled under the
Companys benefit plans and any unreimbursed reasonable business
expenses (the Termination Benefits).
Additionally, if more than six months after the effective date of
the Employment Agreement, the Company terminates Ms. Krandel
without Cause or Ms. Krandel terminates her employment for Good
Reason or if the termination occurs prior to or during the one
year period following a change in control, she is entitled to
three months of her then-current base salary in addition to the
Termination Benefits described above, subject to a general
release of claims in favor of the Company and compliance with
certain other restrictive covenants in the Employment Agreement.
In connection with Ms. Krandels appointment as Chief Financial
Officer, the Board granted Ms. Krandel a stock option to purchase
5,000,000 shares of the Companys common stock at an exercise
price equal to $0.13 per share, which was the fair market value
of a share of the Companys common stock on the date of grant. The
stock option is subject to the terms and conditions of a stock
option agreement, which provides that the stock option will vest
in four separate tranches of 25% each, with the first tranche
vesting on the earlier of the six month anniversary of the date
of grant or termination of Ms. Krandels employment without Cause
and the remaining three tranches vesting on one year intervals
thereafter; provided, however, that upon the effective date of a
change in control (as defined in the Snap Interactive, Inc. 2016
Long-Term Incentive Plan), 50% of the then-unvested shares
immediately will vest on the date of the change in control and
the remaining 50% of the then-unvested shares will vest on the
earlier of (i) the original date such shares would have vested or
(ii) the first anniversary of the date of the change in control,
in each case subject to the terms and conditions of the agreement
governing the stock option award.
to the Employment Agreement, Ms. Krandel is also subject to a
confidentiality covenant, a one year non-compete covenant, a two
year non-solicitation covenant and certain trading restrictions.
The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated by reference herein.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On November 15, 2016, the Company issued a press release
announcing the appointment of Ms. Krandel as the Companys Chief
Financial Officer. A copy of the press release is attached hereto
as Exhibit 99.1.
The information in Item 7.01 of this report (including Exhibit
99.1 attached hereto) is being furnished to Item 7.01 and shall
not be deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to
the liabilities of that section nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Section 9 Financial Statements and
Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Executive Employment Agreement, dated November 14, 2016, by and between Snap Interactive, Inc. and Judy Krandel. |
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| 99.1 |
Press release, dated November 15, 2016, issued by Snap |
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.
| Date: November 15, 2016 | ||
| SNAP INTERACTIVE, INC. | ||
| By: | /s/ Alexander Harrington | |
| Alexander Harrington | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 |
Executive Employment Agreement, dated November 14, 2016, by and between Snap Interactive, Inc. and Judy Krandel. |
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| 99.1 |
Press release, dated November 15, 2016, issued by Snap |
About SNAP INTERACTIVE, INC. (OTCMKTS:STVI)
Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion. SNAP INTERACTIVE, INC. (OTCMKTS:STVI) Recent Trading Information
SNAP INTERACTIVE, INC. (OTCMKTS:STVI) closed its last trading session up +0.040 at 0.170 with shares trading hands.