SYNCHRONOSS TECHNOLOGIES,INC. (NASDAQ:SNCR) Files An 8-K Results of Operations and Financial Condition

SYNCHRONOSS TECHNOLOGIES,INC. (NASDAQ:SNCR) Files An 8-K Results of Operations and Financial Condition

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Item 2.02. Results of Operations and Financial
Condition.

On April27, 2016, Synchronoss Technologies,Inc. (the Company)
issued a press release which contained certain preliminary
operating results for the three months ended March31, 2017. The
full text of this press release is furnished as Exhibit99.1 to
this Current Report on form 8-K.

The information in Item 2.02 of this Current Report on Form8-K
and the portion of Exhibit99.1 attached hereto under the heading
Preliminary First Quarter of 2017 Results, shall not be deemed
filed for purposes of Section18 of the Securities and Exchange
Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.

Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Certain
Officers.

Resignation of Chief Executive Officer and Chief Financial
Officer

On April27, 2017, the Company announced that Ronald Hovsepian who
joined the Company on January19, 2017 in connection with the
acquisition of Intralinks Holdings,Inc. (Intralinks) and was
appointed as the principal executive officer on March1, 2017, was
resigning as the Companys Chief Executive Officer and as a member
of the Companys Board of Directors (the Board), effective
April27, 2017, to pursue other interests. Mr.Hovsepians
resignation did not result from any disagreement with the
Company. In connection with his resignation, Mr.Hovsepian entered
into a separation agreement with the Company dated April26, 2017,
to which the Company agreed to a lump-sum severance payment equal
to $3.2 million and Mr.Hovsepian agreed to a general release of
claims against the Company, among other customary terms. The
Company also agreed to fully vest 18,260 shares of its common
stock previously issued to Mr.Hovsepian. The severance and
vesting of shares of the Companys common stock is provided for in
the employment agreement between Intralinks, a wholly-owned
subsidiary of the Company, and Mr.Hovsepian. to the separation
agreement, Mr.Hovsepian also agreed to a consulting arrangement
to which Mr.Hovsepian would provide consulting services to the
Company for a two year period beginning May1, 2017 in return for
a consulting fee of $750,000 per year.

On April27, 2017, the Company also announced that John Frederick
who joined the Company on February27, 2017 was resigning as the
Companys Chief Financial Officer, effective April27, 2017, to
pursue other interests. Mr.Fredericks resignation did not result
from any disagreement with the Company. In connection with his
resignation, Mr.Frederick entered into a separation agreement
with the Company dated April26, 2017, to which the Company agreed
to a lump-sum severance payment equal to $1.2 million and
Mr.Frederick agreed to a general release of claims against the
Company, among other customary terms. The lump sum severance
payment is provided for in the employment agreement between the
Company and Mr.Frederick.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the definitive
separation agreements between the Company and Messrs.Hovsepian
and Frederick, which will be filed with the Companys Quarterly
Report on 10-Q for the quarter ending June30, 2017 and are
incorporated by reference herein.

(b) Appointment of Certain
Officers.

Appointment of Chief Executive Officer and Chief Financial
Officer

The Board, following the resignations of Messrs.Hovsepian and
Frederick, appointed Stephen G. Waldis as the Chief Executive
Officer of the Company. Mr.Waldis will continue as a member and
Executive Chairman of the Board.

to the terms of his employment with the Company, Mr.Waldis will
receive an annual base salary of $625,000 and be eligible to
receive an annual performance bonus, with a target amount equal
to 110% of his annual base salary, based upon the achievement of
certain Company and individual objectives as determined by the
Compensation Committee or the Board. Mr.Waldis will also be
eligible to participate in the Companys 2017-2019 Executive Long
Term Incentive Plan (the LTI Plan) with a target value of $4.4
million, of which $3.4 million was previously granted in
connection with Mr.Waldis service as Executive Chairman. The LTI
Plan consists of one-third stock options, with 25% vesting one
year after the date of the grant and 1/48th monthly thereafter,
one-third time-based restricted stock awards, with one-third
vesting each year, and

one-third performance shares, with vesting based on the
approval by the Board or the Compensation Committee that the
Company has met certain performance metrics.

There is no arrangement or understanding between Mr.Waldis and
any other persons to which Mr.Waldis was selected as Chief
Executive Officer of the Company. There are no family
relationships between Mr.Waldis and any director or executive
officer of the Company and, other than as described above, no
transactions involving Mr.Waldis that would require disclosure
under Item 404(a)of Regulation S-K.

The Board also appointed Lawrence Irving, age 60, to serve as
the Companys Chief Financial Officer, effective April27, 2017
(the Start Date). Mr.Irving was previously the Companys
Executive Vice President, Chief Financial Officer and Treasurer
from July2001 to April2014. Before joining the Company, from
1998 to 2001, Mr.Irving served as Chief Financial Officer and
Treasurer at CommTech Corporation, a telecommunications
software provider that was acquired by ADC Telecommunications.
From 1995 to 1998, Mr.Irving served as Chief Financial Officer
of Holmes Protection Group, a publicly traded company which was
acquired by Tyco International. Mr.Irving is a certified public
accountant and a member of the New York State Society of
Certified Public Accountants. Mr.Irving received a degree in
accounting from Pace University.

to the terms of his employment with the Company, Mr.Irving will
receive an annual base salary of $425,000 and be eligible to
receive an annual performance bonus, with a target amount equal
to 80% of his annual base salary, based upon the achievement of
certain Company and individual objectives as determined by the
Compensation Committee or the Board. Mr.Irving will also be
eligible to participate in the LTI Plan with a target value of
$1.9 million. In addition, the Company will grant Mr.Irving
equity awards worth $1.9 million in value, based on the
Companys stock price on the date of grant. One-third of the
grant is stock options, with 25% vesting one year after the
date of the grant and 1/48th monthly thereafter, one-third is
time-based restricted stock awards, with one-third vesting each
year, and one-third is performance shares, with vesting based
on the approval by the Board or the Compensation Committee that
the Company has met certain performance metrics.

There is no arrangement or understanding between Mr.Irving and
any other persons to which Mr.Irving was selected as Chief
Financial Officer of the Company. There are no family
relationships between Mr.Irving and any director or executive
officer of the Company and, other than as described above, no
transactions involving Mr.Irving that would require disclosure
under Item 404(a)of Regulation S-K.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the definitive
employment agreements between the Company and Messrs.Waldis and
Irving, which will be filed with the Companys Quarterly Report
on 10-Q for the quarter ending June30, 2017 and are
incorporated by reference herein.

A copy of the press release announcing the appointment of
Messrs.Waldis and Irving as Chief Executive Officer and Chief
Financial Officer, respectively, and the resignation
Messrs.Hovsepian and Frederick as the Companys Chief Executive
Officer and Chief Financial Officer, respectively, is attached
hereto as Exhibit99.1 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements either contained in or incorporated by
reference into this report or press release attached hereto as
Exhibit 99.1, other than purely historical information,
including estimates, projections and statements relating to the
Companys business plans, objectives and expected operating
results, and the assumptions upon which those statements are
based, are forward-looking statements that involve risks and
uncertainties. These forward-looking statements include
statements regarding expected operating and financial results,
management of expenses and business strategy execution.
Although the Company attempts to be accurate in making
forward-looking statements, it is possible that future
circumstances might differ from the assumptions on which such
statements are based. Important factors that could cause
results to differ materially from the statements herein include
the following: general economic risks; execution risks with
acquisitions; closing conditions; risks associated with sales
not materializing based on a change in circumstances;
disruption to sales following acquisitions; increasing
competitiveness in the enterprise and mobile solutions market;
ability to retain key personnel following the acquisition; the
dynamic nature of the markets in which the companies operate;
specific economic risks in different geographies, and among
different customer segments; changes in foreign currency
exchange rates; uncertainty regarding increased business and
renewals from existing customers; uncertainties around
continued success in sales growth and market share gains;
failure to convert sales pipeline into final sales; risks
associated with successful implementation of multiple
integrated software products and other product functionality
risks; execution risks around new product development and
introductions and innovation; product defects; unexpected
costs, assumption of unknown liabilities and increased costs
for any reason; litigation and disputes and the potential cost,
distraction and damage to sales and reputation caused thereby;
market acceptance of new products and

services; the ability to attract and retain personnel; changes
in strategy; risks associated with management of growth;
lengthy sales and implementation cycles, particularly in larger
organizations; technological changes that make our products and
services less competitive; risks associated with the adoption
of, and demand for, our model in general and by specific
customer segments; competition and pricing pressure; and the
other risk factors set forth from time to time in the Companys
most recent Annual Report on Form10-K, our most recent
Quarterly Report on Form10-Q and our other filings with the
SEC, copies of which are available free of charge at the SECs
website at www.sec.gov or upon request from the Companys
investor relations department. All forward-looking statements
herein reflect the Companys opinions only as of the date of
this release, and the Company undertakes no obligation, and
expressly disclaim any obligation, to update forward-looking
statements herein in light of new information or future events.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release of Synchronoss Technologies,Inc. dated
April27, 2017.


About SYNCHRONOSS TECHNOLOGIES, INC. (NASDAQ:SNCR)

Synchronoss Technologies, Inc. is a global software and services company, which provides technologies and services for the mobile transformation of business. The Company’s portfolio in the Consumer and Enterprise markets contains offerings, such as personal cloud, secure-mobility, identity management and scalable messaging platforms, products and solutions. Its products and platforms are designed to enable multiple converged communication services to be managed across a range of distribution channels, including e-commerce, m-commerce, telesales, customer stores, indirect and other retail outlets. The Company operates in and markets their solutions and services directly through their sales organizations in North America, Europe, the Middle East and Africa (EMEA), Latin America and the Asia-Pacific region. It delivers technologies for mobile transformation to service provider and enterprise customers in regulated verticals and use cases.

SYNCHRONOSS TECHNOLOGIES, INC. (NASDAQ:SNCR) Recent Trading Information

SYNCHRONOSS TECHNOLOGIES, INC. (NASDAQ:SNCR) closed its last trading session 00.00 at 13.29 with 27,245,946 shares trading hands.

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