TOWERSTREAM CORPORATION (OTCMKTS:TWER) 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.
On May 15, 2017, the Board of Directors of Towerstream
Corporation (the Company) appointed Laura W. Thomas, age 61, to
serve as Chief Financial Officer of the Company, effective May
15, 2017. Ms. Thomas served on the Board of Directors of Impact
Telecom (Impact), a full service telecommunications company, from
January 2016 through December 2016, during which time she served
as Chairman of the Board of Directors from January 2016 through
June 2016. From December 2014 through December 2015 she served as
the Chief Executive Officer of TNCI Operating Company, which
acquired Impact in January 2016. From 2000 through 2014 she
served in a variety of roles at XO Holdings, Inc. (now XO
Communications), a telecommunications services provider,
including as Chief Financial Officer from May 2009 through April
2011 and again from December 2013 through August 2014, and as
Chief Executive Officer from April 2011 through December 2013.
There are no arrangements or understandings between Ms. Thomas
and any other persons, to which she was appointed as Chief
Financial Officer, no family relationships among any of the
Companys directors or executive officers and Ms. Thomas and she
has no direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
The Company and Ms. Thomas entered into an employment agreement
on May 15, 2017 (the Employment Agreement) to which Ms. Thomas
will receive an annual base salary of $240,000 and be eligible
for an annual bonus of up to 50% of her base salary. In addition,
she was issued options to purchase up to 2% of the Companys
common stock on a fully diluted basis as of May 15, 2017, 25% of
which will vest after one year of service and the remaining to
vest ratably over the following three years. In the event of
resignation for Good Reason (as defined in the Employment
Agreement) or termination other than for Cause (as defined in the
Employment Agreement) within 180 days of a Change of Control, Ms.
Thomas will be entitled to a severance payment equal to (i) the
greater of her continued base salary through the balance of the
term, as renewed, or 12 months of her then bases Salary, (ii)
continued participation in Company welfare benefit plans
(including health benefits) on the same terms as immediately
prior to termination and to be paid in full by the Company for
not less than 12 months of continuation of benefits and (iii)
immediate vesting of all stock options and equity awards;
provided, that she executes an agreement releasing Company and
its affiliates from any liability. The agreement has an initial
term of two years and may be extended for additional one year
terms.
Following the appointment of Ms. Thomas, on May 15, 2017
Frederick Larcombe resigned from his position as Chief Financial
Officer of the Company effective immediately and Mr. Larcombe and
the Company entered into a separation agreement (the Separation
Agreement).Under the terms of the Separation Agreement, Mr.
Larcombe will, through June 30, 2017, provide consulting and
support services to the Company and, if requested by the Board of
Directors, serve as the Companys Principal Financial and
Accounting Officer through June 30, 2017. to the Separation
Agreement, Mr. Larcombe will receive a severance payment of an
aggregate of$35,840, payable in six weekly installments
commencing 10 days from entry into the Separation Agreement;
provided that Mr. Larcombe has provided the requested
services under the Separation Agreement. In addition, all of Mr.
Larcombes outstanding options shall vest immediately and, unless
exercised prior to May 15, 2018, shall be forfeited.
Unless revoked, the Separation Agreement becomes effective eight
days following execution. Mr. Larcombes decision to resign did
not result from any disagreement with the Company, the Companys
management or the Board of Directors.
The foregoing description of the terms of theEmployment Agreement
andSeparation Agreementdo not purport to be complete and are
subject to, and qualified in their entirety by reference to, the
Employment Agreement and Separation Agreement,which are filed
herewith as Exhibit 10.1and Exhibit 10.2, respectively, and are
incorporated herein by reference.
Item 8.01 Other Events.
On May 15, 2017, the Company issued a press release announcing
Ms. Thomass appointment. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
|
Exhibit No. |
Exhibit Description |
|
10.1 |
Employment Agreement with Laura W. Thomas dated May 15, |
|
10.2 |
Separation Agreement with Frederick Larcombe dated May 15, |
|
99.1 |
Press release issued May 15, 2017 |
About TOWERSTREAM CORPORATION (OTCMKTS:TWER)
Towerstream Corporation is a provider of fixed wireless services to businesses in over 10 urban markets across the United States. The Company operates through Fixed Wireless Services (Fixed Wireless) segment. Its fixed wireless service supports bandwidth on demand, wireless redundancy, virtual private networks, disaster recovery, bundled data and video services. Towerstream installs equipment on the rooftops of the buildings in which the Fixed Wireless segment customers operate and refer to these as Customer Locations. This equipment includes receivers and antennas, and a wireless connection is established between the Customer Location to one or more of its points of presence (PoPs). It provides fixed wireless broadband services to commercial customers and delivers access over a Wireless network transmitting over both regulated and unregulated radio spectrum. It provides services to business customers in various locations, including New York City, Boston, Chicago and Houston. TOWERSTREAM CORPORATION (OTCMKTS:TWER) Recent Trading Information
TOWERSTREAM CORPORATION (OTCMKTS:TWER) closed its last trading session up +0.022 at 0.175 with 4,313,248 shares trading hands.