Form 8-K Bridgeline Digital, Inc. For: May 13

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UNITED 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

 

Date of report (Date of earliest event reported): _____May 13, 2016______

 

BRIDGELINE DIGITAL, INC.

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(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

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(State or Other Jurisdiction of Incorporation)

 

001-33567		52-2263942
(Commission File Number)		(IRS Employer Identification No.)
80 Blanchard Road, Burlington, MA		01803
(Address of Principal Executive Offices)		(Zip Code)

 

(781) 376-5555

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(Registrant’s Telephone Number, Including Area Code)

 

 

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(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

☐	Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

☐	Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

On May 6, 2016, Bridgeline Digital, Inc. (the “Company” or “Bridgeline”) appointed Mr. Roger “Ari” Kahn as President and Chief Executive Officer, effective May 10, 2016.

 

On August 24, 2015, Mr. Kahn joined the Company as Chief Operating Officer. On December 1, 2015, Mr. Kahn and Mr. Michael D. Prinn were named Co-Interim Chief Executive Officers and Presidents and assumed the responsibilities of the Office of the Chief Executive Officer and President. Mr. Kahn will no longer hold the title Chief Operating Officer and Mr. Prinn shall continue in his role as Chief Financial Officer of the Company.

 

In connection with Mr. Kahn’s appointment as the Company’s President and Chief Executive Officer, Mr. Kahn entered into a first amendment of his employment agreement (the “First Amendment”) which extended the term of his employment through September 30, 2017. The First Amendment modifies the definition of “change of control”. The First Amendment does not change Mr. Kahn’s annual base salary or the ability to earn a quarterly incentive bonus.

 

Prior to joining the Company, Mr. Kahn was the co-founder of FatWire, a privately held, leading content management and digital engagement company. As the General Manager and Chief Technology Officer of FatWire, Mr. Kahn built FatWire into a global corporation. FatWire was acquired by Oracle in 2011. Mr. Kahn received his Ph.D. in Computer Science and Artificial Intelligence from the University of Chicago.

 

There is no arrangement or understanding between Mr. Kahn and any other person pursuant to which Mr. Kahn was selected as an officer. There are no family relationships among any of our directors or executive officers.

 

In February 2016, Mr. Kahn made a loan to the Company and in exchange, the Company issued an interest bearing term note in the principal amount of $100,000 to Mr. Kahn with a maturity date of March 1, 2017. Interest under such note accrues at a rate of 8% per annum. Mr. Kahn is a shareholder of the Company and beneficially owns 3.4% of Bridgeline Common Stock. Otherwise, Mr. Kahn has not had any other interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

 

 

Item 7.01 Regulation FD Disclosure

 

On May 12, 2016, the Company issued a press release announcing Mr. Kahn’s appointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein.

 

The information contained in the press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Exhibit Description
10.1		First Amendment to Employment Agreement, Roger “Ari” Kahn, dated May 10, 2016
99.1		Press release issued by Bridgeline Digital, Inc., dated May 12, 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.

 

 

 

	BRIDGELINE DIGITAL, INC. (Registrant)
	By:	/s/Michael D. Prinn
	Michael D. Prinn Executive Vice President and Chief Financial Officer

 

 

 

Date: May 13, 2016

 

 

EXHIBIT INDEX

 

Exhibit No.		Exhibit Description
10.1		First Amendment to Employment Agreement, Roger “Ari” Kahn, dated May 10, 2016
99.1		Press release issued by Bridgeline Digital, Inc., dated May 12, 2016

 

Exhibit 10.1

 

the digital engagement company

 

 

FIRST AMENDMENT

 

TO

 

ROGER “ARI” KAHN’S EMPLOYMENT Agreement

 

This First Amendment (the “First Amendment”) is entered into by and between Bridgeline Digital, Inc., a Delaware Corporation (“Company”) and Roger “Ari” Kahn (“Employee”), collectively referred to as the parties (the “parties”), and is effective May 10, 2016.

 

WHEREAS, Company and Employee are parties to that certain Employment Agreement (the “Employment Agreement”) with an effective date of August 24, 2015;

 

WHEREAS, the parties now desire to modify the Employment Agreement, and in accordance with Article 7, General Provisions, Section 7.5 Modification, may do so accordingly:

 

WHEREAS, the parties now desire modify the Employment Agreement as set forth below;

 

NOW, THEREFORE, the Employment Agreement is hereby amended and those Sections specifically cited are hereby replaced in their entirety as follows:

 

 

1.

ARTICLE 1 TERM OF EMPLOYMENT

 

Section 1.1          Specified Period. Employer hereby employs Employee, and Employee hereby accepts employment with Employer for the term of beginning on May 9, 2016, and terminating on September 30, 2017 (“Initial Term”).

 

2.

ARTICLE 2 Duties and Obligations of Employee

 

Section 2.1     General Duties. Employee shall serve as Chief Executive Officer and President for the Employer. In such capacity, Employee shall do and perform all services, acts or things consistent within the scope of his employment and with the Employee’s skill and expertise in accordance with the instructions of and policies set by the Bridgeline Board of Directors. Employee shall perform such services at 80 Blanchard Road, Burlington, Massachusetts and Employer’s New York, New York office, or at such other location as may be designated by Employer. Employer shall pay to Employee up to two thousand nine hundred dollars and zero cents ($2,900.00) per month, via payroll or other means mutually agreed upon by Employer and Employee, in living expenses directly related to accommodations and utilities in Burlington, Massachusetts. The Employee shall be available to make business trips within the United States and globally for the purpose of meeting with and consulting with other members of the Employer’s management, as well as with present and proposed customers and parties with whom the Employer does business, all on reasonable terms, bearing in mind the position of the Employee.

 

 

the digital engagement company

 

 

 

3.

ARTICLE 6   Payments to Employee Upon Termination

 

Section 6.4     Definition.     A “Change in Control” will be deemed to have occurred only if any of the following events have occurred:

 

“Change of Control” means

 

(i)

any “person”, as such term is used in Section 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership in stock of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

 

(ii)

individuals who constitute the Board (as of the date hereof, the “incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company stockholders, was approved by a vote of at least a majority of the directors them comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms used in Rule 14a-11 of Regulation 14A under the Exchange Act) will be, for purposes of this Employment Agreement, considered as though such person were a member of the Incumbent Board; or

 

(iii)

the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, and such merger or consolidation is consummated, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation of the Company or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or

 

(iv)

the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

  

 

the digital engagement company

 

 

  

(v)

If, within twelve (12) months of a Change of Control, as defined herein, there is a material diminution in the nature or scope of the Employee’s responsibilities, duties and/or authority, Section 6.3 Termination Without Cause; Termination for Good Reason, 6.3(c) shall be applicable.

 

4.

This First Amendment supersedes any and all prior agreements, and understandings between the parties to the extent it modifies or changes the Employment Agreement. Except as expressly modified by this First Amendment, the terms of the Employment Agreement remain in full force and effect.

 

5.

Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

 

6.

This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

 

 

 

 

BRIDGELINE DIGITAL, INC.			EMPLOYEE, ROGER “ARI” KAHN
By:			By:
Name	(print):		Name	(print):
Title:			Title:
Date:			Date:

 

 

Page 3 of 3

Exhibit 99.1

 

The Digital Engagement Company

 

 

 

 

Bridgeline Digital Board Names Ari Kahn as Next CEO

 

Industry Veteran to Lead Company Effective Immediately

 

 

Burlington, Mass., May 12, 2016 - Bridgeline Digital, Inc. (NASDAQ: BLIN), The Digital Engagement Company™, today announced that Ari Kahn, currently Bridgeline Digital’s Chief Operating Officer and Interim Chief Executive Officer has been selected as Bridgeline Digital’s new Chief Executive Officer. Kahn will assume the role effective immediately.

 

Industry veteran Ari Kahn is a proven leader in driving revenue growth and profits through innovation and commitment to customer success.

 

“I am honored to have been appointed as Bridgeline’s next CEO. It is a privilege to be part of an organization that delivers innovative software with high quality services and develops the most talented professionals into leaders,” said Kahn. “We are an organization led by a purpose – to help our customers achieve their business goals with the highest performing and impactful digital experience. I’m committed to helping Bridgeline drive value for our customers, team and shareholders. We have a vision, platform, and team that positions Bridgeline as a long term leader in this exciting market.”

 

Prior to his role at Bridgeline, Kahn was the co-founder of FatWire, a leading content management and digital engagement company.  Kahn built FatWire to a global corporation with offices in 13 countries and top industry analyst rating. After winning many of the Global-2000 as customers, FatWire had annual revenues of over $40 million and was acquired by Oracle for $160 million.  Kahn received his Ph.D. in Computer Science from the University of Chicago.

 

“During this time of transformation, I can think of no one better to lead Bridgeline Digital. Ari built FatWire into a profitable market leader in Web Content Management and also rewarded FatWire shareholders with a valuation of over 4 times revenue. His creativity and world-class computer science background make him the perfect choice to lead Bridgeline at this innovative time in Digital Experience Management and create long term value in this market,” said Joni Kahn, Bridgeline Digital’s Chairperson of the Board of Directors (no relation to Ari Kahn). 

 

Kahn’s appointment follows recent shareholder approval to convert up to $6 million of debt into equity and also to add up to $2 million in working capital to the Company.

 

“We have demonstrated our excitement and confidence in Bridgeline under Ari’s leadership in the most meaningful way we can with our agreement to convert our debt into equity and to make investments into the company. In the two quarters since Ari joined Bridgeline, the company’s Adjusted EBITDA has improved tremendously and we feel Bridgeline is positioned well for long term market leadership,” said Mike Taglich, President & Chairman at Taglich Brothers, a full service brokerage firm in New York and one of Bridgeline’s directors and largest shareholders.

 

 

About Bridgeline Digital

 

Bridgeline Digital, The Digital Engagement Company™, helps customers maximize the performance of their full digital experience – from websites and intranets to online stores and campaigns. Bridgeline’s iAPPS® platform deeply integrates Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics to help marketers deliver digital experiences that attract, engage and convert their customers across all channels. Headquartered in Burlington, Mass., Bridgeline has thousands of quality customers that range from small- and medium-sized organizations to Fortune 1000 companies. To learn more, please visit www.bridgeline.com or call (800) 603-9936.

 

 

 

Contact:

 

Bridgeline Digital, Inc.

Michael D. Prinn

Executive Vice President

& Chief Financial Officer

781.497.3016

[email protected]

 

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