Form 8-K BLUCORA, INC. For: Jan 22
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
January 22, 2016
Date of Report
(Date of earliest event reported)
BLUCORA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 000-25131 | 91-1718107 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10900 NE 8th Street, Suite 800
Bellevue, Washington 98004
(Address of principal executive offices)
(425) 201-6100
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 14, 2015, Blucora, Inc. (the "Company") announced the acquisition of HD Vest Financial Services®, which closed on December 31, 2015. As part of that announcement, the Company also stated its plans to divest the InfoSpace, LLC and Monoprice, Inc. businesses, in order to focus more strategically on the technology-enabled financial solutions market (the "Strategic Transformation").
In connection with the Strategic Transformation, on January 22, 2016, the Company entered into amendments to its employment agreements with each of Eric M. Emans, Mark A. Finkelstein, Bernard W. Luthi and Peter M. Mansour (each an "Amendment" and together, the "Amendments"). The material terms of the Amendments are as follows:
Eric M. Emans. Mr. Emans' Amended and Restated Employment Agreement dated January 6, 2015 was amended to provide that, in the event of a relocation of Mr. Emans' position or the termination of Mr. Emans' employment in connection with the Strategic Transformation, Mr. Emans will be entitled to the payment of certain severance benefits, accelerated vesting of outstanding equity awards and the extension of the exercise period for all outstanding equity awards.
Mark A. Finkelstein. Mr. Finkelstein’s Employment Agreement dated September 30, 2014 was amended to provide that, in the event of a relocation of Mr. Finkelstein's employment in connection with the Strategic Transformation, Mr. Finkelstein will be entitled to the payment of certain severance benefits, accelerated vesting of outstanding equity awards and the extension of the exercise period for all outstanding equity awards.
Bernard W. Luthi. Mr. Luthi’s Employment Agreement dated September 10, 2015 was amended to provide that, in the event of a termination without cause or a constructive termination (as those terms are defined in Mr. Luthi’s Employment Agreement), Mr. Luthi will be entitled to the payment of his target bonus as part of his severance payment.
Peter M. Mansour. Mr. Mansour’s Employment Agreement dated October 6, 2014 was amended to provide that, in the event of a termination without cause or a constructive termination (as those terms are defined in Mr. Mansour's Employment Agreement), Mr. Mansour will be entitled to the payment of his target bonus as part of his severance payment, and in the event of the sale of the Company's InfoSpace, LLC business, Mr. Mansour will be entitled to the payment of certain sale bonuses.
The above descriptions are only a summary of the material terms of the Amendments, do not purport to be a complete description of the Amendments, and are qualified in their entirety by reference to the Amendment for Mr. Emans a copy of which is filed as Exhibit 10.1, the Amendment for Mr. Finkelstein a copy of which is filed as Exhibit 10.2, the Amendment for Mr. Luthi a copy of which is filed as Exhibit 10.3, and the Amendment for Mr. Mansour a copy of which is filed as Exhibit10.4, each of which Amendment is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
10.1 Amendment No. 1 to Amended and Restated Employment Agreement by and between Blucora, Inc. and Eric M. Emans dated January 22, 2016.
10.2 Amendment No. 1 to Employment Agreement by and between Blucora, Inc. and Mark A. Finkelstein dated January 22, 2016.
10.3 Amendment No. 1 to Employment Agreement by and between Blucora, Inc. and InfoSpace LLC and Peter Mansour dated January 22, 2016.
10.4 Amendment No. 1 to Employment Agreement by and between Blucora, Inc. and Monoprice, Inc. and Bernard Luthi dated January 22, 2016.
SIGNATURES
Pursuant 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: January 22, 2016
BLUCORA, INC. | ||
By: /s/ Mark Finkelstein | ||
Mark Finkelstein | ||
Chief Legal & Administrative Officer and Secretary | ||
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN
BLUCORA, INC. AND ERIC M. EMANS
BLUCORA, INC. AND ERIC M. EMANS
THIS AMENDMENT NO. 1 (this "Amendment") TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED JANUARY 6, 2015, BY AND BETWEEN ERIC M. EMANS (the "Executive") AND BLUCORA, INC. (the "Company") (the "Agreement"), is made and entered into this 22nd day of January 2016. Unless stated otherwise, all capitalized but undefined terms used in this Amendment have the meaning set forth in the Agreement.
WHEREAS, on October 14, 2015, the Company and its indirect wholly owned acquisition subsidiary, Project Baseball Sub, Inc. ("Acquisition Sub"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with HDV Holdings, LLC and HDV Holdings, Inc., pursuant to which Acquisition Sub will acquire the outstanding capital stock of HDV Holdings, Inc., which is the holding company for the group of companies that comprise the HD Vest Financial Services® business. Acquisition Sub’s purchase of the capital stock of HDV Holdings, Inc. is referred to herein as the "Acquisition."
WHEREAS, the Company and Executive wish to amend the Agreement as a result of the announcement of the Acquisition and other strategic initiatives of the Company; and
WHEREAS, Section 14(b) of the Agreement states that the Agreement may not be modified except expressly in a writing signed by both parties;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. The following new paragraph 6(e) shall be added to Section 6 immediately following paragraph 6(d):
(e) Termination of Employment due to Relocation in connection with the Closing of the Acquisition. If, within twenty-four (24) months of the Closing (as defined in the Purchase Agreement) of the Acquisition, the Company requires that the Executive relocate his primary work location more than 25 miles from Bellevue, Washington or from any work location to which the Company transfers Executive during the course of employment and to which such transfer the Executive has consented, then subject to Section 6(i), the Executive shall receive the following payments and benefits:
(i)a severance payment in an amount equal to one times the Executive's Base Salary in effect as of the Termination Date and his then current Target Bonus amount (in each case less applicable withholding
taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii);
(i) a lump-sum payment in an amount equal to (A) the monthly COBRA premium in effect under the Company's group health plan as of the Termination Date for the coverage in effect under such plan for the Executive (and the Executive's spouse and dependent children) on such date multiplied by (B) 12, which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii); and
(ii) notwithstanding any provision to the contrary in any applicable equity compensation plan or any outstanding equity award agreement, the treatment of the Executive's outstanding equity awards shall be governed solely by the following provisions: (A) all of the Executive's then-outstanding equity awards shall fully vest and all restrictions thereon shall lapse and (B) to the extent vested (including as a result of the acceleration provided under this Section 6(e)(iii)), all of the Executive's outstanding stock options shall remain exercisable until the later to occur of 90 days following the Termination Date or 24 months following the Closing (as defined in the Purchase Agreement) of the Acquisition; provided, however, that all of the Executive's outstanding equity awards granted prior to the effective date of this Agreement (other than outstanding stock options granted prior to the effective date of this Agreement) shall also be governed by Section 16 of the Company's Restated 1996 Flexible Stock Incentive Plan or Section 15 of the 2015 Incentive Plan, as applicable, and the award agreements for those equity awards.
2. The following new paragraph 6(f) shall be added to Section 6 immediately following new paragraph 6(e):
(f) Termination of Employment in connection with the hiring of a new Chief Executive Officer. If the Company terminates the Executive's employment without Cause or the Executive terminates employment with the Company for Good Reason on the day of or during the 12-month period immediately following the first date of employment of a Chief Executive Officer other than the Chief Executive Officer of the Company
as of the date of this Amendment, then subject to Section 6(i), the Executive shall receive the following payments and benefits:
(i) a severance payment in an amount equal to one times the Executive's Base Salary in effect as of the Termination Date and his then current Target Bonus amount (in each case less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii);
(ii) a lump-sum payment in an amount equal to (A) the monthly COBRA premium in effect under the Company's group health plan as of the Termination Date for the coverage in effect under such plan for the Executive (and the Executive's spouse and dependent children) on such date multiplied by (B) 12, which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii); and
(iii) notwithstanding any provision to the contrary in any applicable equity compensation plan or any outstanding equity award agreement, the treatment of the Executive's outstanding equity awards shall be governed solely by the following provisions: (A) fifty percent (50%) of the Executive's then-outstanding equity awards (including, without limitation, Executive’s 2016 annual grant) shall fully vest and all restrictions thereon shall lapse and (B) to the extent vested (including as a result of the acceleration provided under this Section 6(d)(iii)), all of the Executive's outstanding stock options shall remain exercisable for 12 months following the Termination Date; provided, however, that all of the Executive's outstanding equity awards granted prior to the effective date of this Agreement (other than outstanding stock options granted prior to the effective date of this Agreement) shall also be governed by Section 16 of the Company's Restated 1996 Flexible Stock Incentive Plan or Section 15 of the 2015 Incentive Plan, as applicable and the award agreements for those equity awards.
3. Paragraphs 6(e), 6(f) and 6(g) shall be renumbered as paragraphs 6(g), 6(h) and 6(i), respectively, and all references in the Agreement to paragraph 6(e), 6(f) or 6(g) shall be deemed to be references to paragraph as 6(g), 6(h) or 6(i), respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1.
Blucora, Inc. By: /s/ William J. Ruckelshaus | Date: January 22, 2016 |
Executive /s/ Eric M. Emans Eric M. Emans | Date: January 22, 2016 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
BLUCORA, INC. AND MARK A. FINKELSTEIN
BLUCORA, INC. AND MARK A. FINKELSTEIN
THIS AMENDMENT NO. 1 (this "Amendment") TO THE EMPLOYMENT AGREEMENT DATED SEPTEMBER 30, 2014, BY AND BETWEEN MARK A. FINKELSTEIN (the "Executive") AND BLUCORA, INC. (the “Company”) (the "Agreement"), is made and entered into this 22nd day of January 2016. Unless stated otherwise, all capitalized but undefined terms used in this Amendment have the meaning set forth in the Agreement.
WHEREAS, on October 14, 2015, the Company and its indirect wholly owned acquisition subsidiary, Project Baseball Sub, Inc. ("Acquisition Sub"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with HDV Holdings, LLC and HDV Holdings, Inc., pursuant to which Acquisition Sub will acquire the outstanding capital stock of HDV Holdings, Inc., which is the holding company for the group of companies that comprise the HD Vest Financial Services® business. Acquisition Sub’s purchase of the capital stock of HDV Holdings, Inc. is referred to herein as the "Acquisition."
WHEREAS, the Company and Executive wish to amend the Agreement as a result of the announcement of the Acquisition and other strategic initiatives of the Company; and
WHEREAS, Section 14(b) of the Agreement states that the Agreement may not be modified except expressly in a writing signed by both parties;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. The following new paragraph 6(e) shall be added to Section 6 immediately following paragraph 6(d):
(e) Termination of Employment due to Relocation in connection with the Closing of the Acquisition. If, within twenty-four (24) months of the Closing (as defined in the Purchase Agreement) of the Acquisition, the Company requires that the Executive relocate his primary work location more than 25 miles from Bellevue, Washington or from any work location to which the Company transfers Executive during the course of employment and to which such transfer the Executive has consented, then subject to Section 6(i), the Executive shall receive the following payments and benefits:
(i) a severance payment in an amount equal to one times the Executive's Base Salary in effect as of the Termination Date and his then current Target Bonus amount (in each case less applicable withholding
taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii);
(ii) a lump-sum payment in an amount equal to (A) the monthly COBRA premium in effect under the Company's group health plan as of the Termination Date for the coverage in effect under such plan for the Executive (and the Executive's spouse and dependent children) on such date multiplied by (B) 12, which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii); and
(iii) notwithstanding any provision to the contrary in any applicable equity compensation plan or any outstanding equity award agreement, the treatment of the Executive's outstanding equity awards shall be governed solely by the following provisions: (A) all of the Executive's then-outstanding equity awards shall fully vest and all restrictions thereon shall lapse and (B) to the extent vested (including as a result of the acceleration provided under this Section 6(e)(iii)), all of the Executive's outstanding stock options shall remain exercisable until the later to occur of 90 days following the Termination Date or 24 months following the Closing (as defined in the Purchase Agreement) of the Acquisition; provided, however, that all of the Executive's outstanding equity awards granted prior to the effective date of this Agreement (other than outstanding stock options granted prior to the effective date of this Agreement) shall also be governed by Section 16 of the Company's Restated 1996 Flexible Stock Incentive Plan or Section 15 of the 2015 Incentive Plan, as applicable, and the award agreements for those equity awards.
2. Paragraphs 6(e), 6(f) and 6(g) shall be renumbered as paragraphs 6(f), 6(g) and 6(h), respectively, and all references in the Agreement to paragraph 6(e), 6(f) or 6(g) shall be deemed to be references to paragraph as 6(f), 6(g) or 6(h), respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1.
Blucora, Inc. By: /s/ William J. Ruckelshaus Name: William J. Ruckelshaus Title: President and Chief Executive Officer | Date: January 22, 2016 |
Executive /s/ Mark A. Finkelstein Mark A. Finkelstein | Date: January 22, 2016 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND BETWEEN
BLUCORA, INC. AND MONOPRICE, INC. AND BERNARD LUTHI
BLUCORA, INC. AND MONOPRICE, INC. AND BERNARD LUTHI
THIS AMENDMENT NO. 1 (this "Amendment") TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN BLUCORA, INC. AND MONOPRICE, INC. AND BERNARD LUTHI, DATED SEPTEMBER 10, 2015 (the "Agreement"), is made and entered into this 22nd day of January 2016, by Blucora, Inc. (the "Company"), Monoprice, Inc. (“Monoprice”) and Bernard Luthi (“Executive”). Unless stated otherwise, all capitalized but undefined terms used in this Amendment have the meaning set forth in the Agreement.
WHEREAS, Section 15(b) of the Agreement states that the Agreement may not be modified except expressly in a writing signed by both parties;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Section 6(c)(i) shall be amended in its entirety to read as follows:
(i) a severance payment in an amount equal to one times the Executive’s Base Salary in effect as of the Termination Date and his then current Target Bonus amount (or if the Executive terminates employment under circumstances constituting a Constructive Termination due to a material reduction of the Executive’s Base Salary or Target Bonus, in effect immediately prior to such reduction) (in each case less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 14(b)(ii).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1.
Blucora, Inc. By: /s/ William J. Ruckelshaus Name: William J. Ruckelshaus Title: President and Chief Executive Officer | Date: January 22, 2016 |
Monoprice, Inc. By: /s/ William J. Ruckelshaus Name: William J. Ruckelshaus Title: Chief Executive Officer Executive /s/ Bernard Luthi Bernard Luthi | Date: January 22, 2016 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND BETWEEN
BLUCORA, INC. AND INFOSPACE LLC AND PETER MANSOUR
BLUCORA, INC. AND INFOSPACE LLC AND PETER MANSOUR
THIS AMENDMENT NO. 1 (this "Amendment") TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN BLUCORA, INC. AND INFOSPACE LLC AND PETER MANSOUR, DATED OCTOBER 6, 2014 (the "Agreement"), is made and entered into this 22nd day of January 2016, by Blucora, Inc. (the "Company"), InfoSpace LLC (“InfoSpace”) and Peter Mansour (“Executive”). Unless stated otherwise, all capitalized but undefined terms used in this Amendment have the meaning set forth in the Agreement.
WHEREAS, InfoSpace currently operates a search business that is a provider of search marketing services and proprietary content (the “Search Business”) and a content business under the name HowStuffWorks, that creates, distributes and monetizes original digital, audio and video content (the “Content Business”);
WHEREAS, the Company, InfoSpace and Executive wish to amend the Agreement to address the potential sale of InfoSpace as a whole or the sale of the Search Business and Content Business separately; and
WHEREAS, Section 15(b) of the Agreement states that the Agreement may not be modified except expressly in a writing signed by both parties;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. The following sentence shall be added to the end of the paragraph in Section 1(o):
For the avoidance of doubt, the parties agree that the successful merger or consolidation of InfoSpace with or into another company, entity or person, or a sale or disposition of all or substantially all of the outstanding equity interest of InfoSpace, or the sale or disposition of all or substantially all of the assets of the Search Business and the Content Business, at any time prior to the end of the Term shall qualify as a Significant Operating Unit Transaction regardless of whether this is completed in one or more transactions and regardless of whether the transactions are related.
2. The following paragraph 5(h) shall be added to Section 5:
(h) Sale Bonus for Search Business. In the event of the merger or consolidation of the Search Business with or into any other company, entity or person, or a sale or disposition in one transaction or a series of related transactions of all or substantially all of the assets of the Search Business to another company, entity or person, during the Term, other than a Transaction with a subsidiary of the Company or another corporation or other entity that is, or as a result of the Transaction becomes, controlled by the Company, and other than a Transaction that includes the Content Business, the Company agrees to pay Executive a one-time sale bonus in an amount to be calculated as set forth on Schedule 5(h); provided, however, that this bonus shall not be paid if Executive has previously earned a bonus under Section 5(i).
3. The following paragraph 5(i) shall be added to Section 5:
(i) Sale Bonus for Partial Transaction. In the event of the merger or consolidation of the Content Business with or into any other company, entity or person, or a sale or disposition in one transaction or a series of related transactions of all or substantially all of the assets of the Content Business to another company, entity or person during the Term, other than a Transaction with a subsidiary of the Company or another corporation or other entity that is, or as a result of the Transaction becomes, controlled by the Company, and other than a Transaction that includes the Search Business, the Company agrees to pay Executive a one-time sale bonus in an amount to be calculated as set forth on Schedule 5(i); provided, however, that this bonus shall not be paid if Executive has previously earned a bonus under Section 5(h).
4. Section 6(c)(i) shall be amended in its entirety to read as follows:
(i) a severance payment in an amount equal to one times the Executive’s Base Salary in effect as of the Termination Date and his then current Target Bonus amount (or if the Executive terminates employment under circumstances constituting a Constructive Termination due to a material reduction of the Executive’s Base Salary or Target Bonus, in effect immediately prior to such reduction) (in each case less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 14(b)(ii).
5. The following sentence shall be added to the end of the paragraph in Section 6(a):
For the avoidance of doubt, for purposes of this Agreement, Executive shall be deemed terminated upon the successful closing of a Significant Operating Unit Transaction and the “Termination Date” shall be the date of such closing.
6. The following paragraph shall be added immediately following paragraph d(iii) of Section 6:
Any amount payable pursuant to this Section 6(d) shall be reduced by any amount paid pursuant to Sections 5(h) or 5(i) (the “Clawback”). For the avoidance of doubt, the Clawback shall only apply in the event that vesting of Executive’s then outstanding equity is accelerated under Section 6(d)(iii), and in no event shall the Clawback reduce the amount of severance payable pursuant to Section 6(c)(i).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1.
Blucora, Inc. By: /s/ William J. Ruckelshaus Name: William J. Ruckelshaus Title: President and Chief Executive Officer | Date: January 22, 2016 |
InfoSpace LLC By: /s/ William J. Ruckelshaus Name: William J. Ruckelshaus Title: Chief Executive Officer Executive /s/ Peter Mansour Peter Mansour | Date: January 22, 2016 |
[Signature Page to Peter Mansour Employment Agreement Amendment No. 1, dated January 22, 2016]
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