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

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): November 13, 2015

 

 

	BRIDGELINE DIGITAL, INC.
	(Exact name of registrant as specified in its charter)
Delaware	001-33567	52-2263942
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

 

80 Blanchard Road

Burlington, MA 01803

(Address of principal executive offices, including zip code)

 

 

 

            (781) 376-5555           

(Registrant’s telephone number, including area code)

 

 

 

(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

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

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

 

 

Resignation of Mr. Thomas L. Massie

 

On November 18, 2015, Bridgeline Digital, Inc. (the “Company”) announced that Mr. Thomas Massie founder, President and Chief Executive Officer of the Company, submitted a letter of resignation, effective December 1, 2015, to the Company’s board of directors (the “Board”).

 

In connection with his resignation, and pursuant to a Separation and Advisor Agreement (“Agreement”), the Company agreed to provide Mr. Massie severance pay equal to $31,250, less all required payroll taxes and withholdings, per month for a period of sixteen months following the effective date of resignation. He will also receive payment for twenty unused vacation days. The vesting of Mr. Massie’s outstanding stock options will accelerate and his stock options will remain exercisable until three months following the effective date of his resignation. Mr. Massie will be entitled to COBRA premiums paid by the Company for up to sixteen months following his separation. In exchange for the foregoing payments and benefits, Mr. Massie is required to not revoke the Agreement and abide by certain existing covenants with the Company including confidentiality, non-solicit, non-disparagement, non-solicitation and non-competition obligations for twelve months following the effective date of his resignation. Mr. Massie will remain an advisor to the Board, at the Board’s discretion, for a period of sixteen months. No further remuneration shall be paid to Mr. Massie for his advisory role.

 

 

 

Appointment of Interim Chief Executive Officers and Presidents

 

The Board has named current Chief Operating Officer, Roger “Ari” Kahn, and Chief Financial Officer, Michael Prinn, as Interim Chief Executive Officers and Presidents until a successor is identified by the Board. Each of Mr. Kahn and Mr. Prinn will continue in their respective roles while assuming the responsibilities of the Office of the Chief Executive Officer and President. No new compensatory or employment agreements were entered into in connection with these leadership changes which are effective December 1, 2015.

 

The description of the Separation and Advisor Agreement contained in this Form 8-K is qualified in its entirety by reference to the full text of the agreement filed as an exhibit to this Form 8-K.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
10.1		Separation and Advisor Agreement, dated November 13, 2015, between Bridgeline Digital, Inc. and Thomas Massie.
99.1		Press Release, dated November 18, 2015, by Bridgeline Digital, Inc.

  

  

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: November 18, 2015

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.			Exhibit Description
10.1			Separation and Advisor Agreement, dated November 13, 2015, between Bridgeline Digital, Inc. and Thomas Massie.
99.1			Press Release, dated November 18, 2015, by Bridgeline Digital, Inc.

 

Exhibit 10.1

 

 

 

SEPARATION AND ADVISOR AGREEMENT

 

THIS SEPARATION AND ADVISOR AGREEMENT (the “Agreement”) is made and entered into this 13^th day of November, 2015, by and between Bridgeline Digital, Inc. including its purchasers, successor and assigns (“Bridgeline” or the “Company”) and Mr. Thomas Massie (“Mr. Massie” and, collectively with Bridgeline, the “Parties”). This Agreement will become effective on the eighth (8^th) day after Mr. Massie signs it, so long as he does not revoke it as set forth in Paragraph 15(c) below (the “Effective Date”).

 

WHEREAS, Mr. Massie has expressed his intention to resign as the President and Chief Executive Officer, and as a Board Member of the Company;

 

WHEREAS, Bridgeline and Mr. Massie are parties to an employment contract dated October 1, 2001 (the “Employment Contract”) that, among other things, sets forth their respective rights and obligations with respect to Mr. Massie’s separation from the Company;

 

WHEREAS, except for those terms expressly delineated in Paragraph 17 below, the Parties desire to supersede the terms and conditions of the Employment Contract with those set-forth in this Agreement.

 

NOW, THEREFORE, for good and valuable consideration (including, but not limited to, the covenants and agreements hereinafter set forth), the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:

 

1.     Definition of Bridgeline. The Parties agree that, except for Paragraphs 3, 4, 5, 6 and 7 of this Agreement, wherever the terms “Bridgeline Digital, Inc.,” “Bridgeline” or the “Company” are used in this Agreement, they shall refer to Bridgeline Digital, Inc. and any of its divisions, parents, subsidiaries and affiliates, and any and all entities corporately related to Bridgeline and its and their respective officers, directors, employees, agents, representatives, successors, predecessors and assigns.

 

 

2.     Resignation Date. On or before November 13, 2015, Mr. Massie shall submit a letter to the Chairperson of Bridgeline’s Board of Directors (the “Board”) stating that, effective December 1, 2015 (the “Resignation Date”), he will resign as (a) President and Chief Executive Officer of the Company and (b) a Member of the Company’s Board. Commencing on December 2, 2015 and continuing until March 1, 2017, Mr. Massie shall serve as an advisor to the Board, at the Board’s discretion. For the avoidance of doubt, Mr. Massie shall not receive any additional remuneration for such advisory services other than that set forth in this Agreement. The parties will work in good faith to mutually agree on the content and timing of any announcements, press releases or other communications regarding such resignation consistent with the Communications Plan For Thomas Massie Separation.

 

3.     Severance Payments. Commencing on December 30, 2015, and continuing for a period of sixteen (16) months, Bridgeline will provide Mr. Massie with a monthly payment of $31,250, less all required payroll taxes and withholdings. Each monthly payment shall be made in the usual payroll cycle, twice a month.

 

4.     Accrued Vacation. On or before the first regularly scheduled pay date following the Resignation Date, Bridgeline will provide Mr. Massie with an additional payment of $8,640, less all required payroll taxes and withholdings, which represents payment for accrued but unused vacation for calendar year 2015.

 

5.     COBRA. To the extent Mr. Massie timely elects continuing medical and/or dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Bridgeline will pay one hundred percent (100%) of the associated premiums for sixteen (16) months. For purposes of COBRA, the qualifying event shall be the Resignation Date.

 

 

6.     [THIS PARAGRAPH INTENTIONALLY LEFT BLANK]

 

7.     Legal Fees. Upon presentation of appropriate documentation demonstrating of the legal services performed on behalf of Mr. Massie and the amount of time attributed to such activity, Bridgeline shall pay to Mr. Massie’s Counsel, Bennett & Belfort PC at 24 Thorndike Street, Cambridge MA 02141 the full amount reasonably approved by Bridgeline within thirty (30) days of presentation of the above redacted invoice. Notwithstanding the above, the Company will not reimburse more than $10,000 of the legal fees incurred by Mr. Massie in connection with this matter.

 

8.     Return of Company Property. On or before Resignation Date, Mr. Massie shall promptly return to the Company all Company property and documents (whether in hard copy or electronic form) in his custody, control and/or and possession. In the event any Company property is discovered to be in the possession of Mr. Massie, Mr. Massie will be given written notice articulating what is believed to be missing and an opportunity to return any such property within ten (10) days. Mr. Massie shall be permitted to retain his two (2) year old Dell laptop provided the Company will move Company data to a Company computer on or before December 1, 2015. Mr. Massie will be permitted to remove any personal property in his office.

 

9.     Expense Reimbursement. In order to be eligible for reimbursement, Mr. Massie must submit a final expense report along with receipts and supporting documentation (in accordance with the Company’s travel and expense reimbursement policy) no later than December 30, 2015.

 

 

10.     Indemnity. The Company shall indemnify and hold harmless Mr. Massie against all costs, damages, losses and expenses (including litigation costs and reasonable attorney’s fees) arising from any third-party claim or as otherwise covered in the Company By-Laws for Mr. Massie’s acts or omissions during employment with the Company, relating in any way to those acts, omissions or representations by Mr. Massie executed within the scope of his employment and duties as President and Chief Executive Officer through December 1, 2015. The Company agrees that it shall continue to handle, including paying for defense and indemnity, all active claims or litigation, if any. The Company further agrees to maintain its current D&O insurance coverage consistent with its By-laws, with its current limits of liability and scope of coverage covering Mr. Massie for his period of employment with Company. Mr. Massie shall cooperate reasonably with the Company in the defense, settlement or compromise of any such claim(s). In all events, company shall reimburse Mr. Massie for his reasonable out of pocket costs and expenses, including travel and lodging, while exercising his cooperation hereunder. In the event Mr. Massie is called to provide cooperation after March, 2017, Company shall compensate Mr. Massie for his time expended in cooperating per Company’s request on a per-diem basis at his current compensation rate or, if employed, his then daily rate of pay, whichever is lower.

 

11.     Restrictive Covenants. The parties agree that Section 2.3 (a), (b), (c), (d) and (e) of the Employment Contract shall be incorporated herein by reference. In addition, Mr. Massie hereby agrees that, for a period of twelve (12) months after the Resignation Date, he will not, directly or indirectly and whether on his own behalf or on the behalf of any third party, and without written authorization from the Chairperson of the Board:

 

(a)     call-on, solicit, divert, take away or do business with (or in any manner attempt to call-on, solicit, divert, take away or do business with) any past, present or prospective customer of the Company or in any way interfere with the relationship between any such customer and the Company. This prohibition is limited to and relates only to services competitive to iAPPS and related iAPPS implementation services. Mr. Massie is permitted to do business with and call on customers for products or services that do not compete with iAPPS; and/or

 

 

(b)     solicit or encourage any customer or other business relation of the Company to terminate or diminish its relationship with the Company. This prohibition is limited to and relates only to services competitive to iAPPS and related iAPPS implementation services. Mr. Massie is permitted to do business with and call on customers for products or services that do not compete with iAPPS.

 

12.     Confidentiality. Mr. Massie hereby agrees that, absent express, written authorization from the Chairperson of the Board, he shall not disclose or otherwise publicize the communications or negotiations that led to this Agreement, including any of its specific terms. This Paragraph 12 shall not apply to disclosures made to an immediate family member, domestic partner, legal counsel or financial advisor (provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations) or to disclosures mandated by state or federal law.

 

13.     Breach of Restrictive Covenants. Mr. Massie acknowledges and agrees that a breach by him of his obligations set forth in Paragraphs 11 or 12 constitute a material breach of this Agreement and, in addition to any other legal or equitable remedy available to Bridgeline, will entitle Bridgeline to recover, and/or stop providing, the payments or other benefits set forth in Paragraph 3, 5, 6 and 7 above.

 

14.     Release.

 

 

(a)     In consideration of the covenants set forth herein, and more particularly the payments to Mr. Massie specified in Paragraphs 3, 5, 6 and 7 above, and other good and valuable consideration, Mr. Massie, his respective agents, heirs, legatees, successors and assigns (collectively hereinafter the “Massie-Releasors”), hereby irrevocably and unconditionally release, remise, and forever discharge Bridgeline (as defined in Paragraph 1 above) and all persons acting by, through, under or in concert with it, including but not limited to its officers, employees, attorneys and/or agents (collectively hereinafter the “Massie-Releasees”), all both individually and in their official capacities, of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, in law or equity, whether existing or contingent, known or unknown, suspected or unsuspected (collectively “Claims”), which the Massie-Releasors previously had, now have, or hereafter may have against the Bridgeline-Releasees from the beginning of time to the Effective Date of this Agreement. The Massie-Releasors expressly acknowledge and agree that this Agreement is intended to bar any Claims against the Bridgeline-Releasees seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, overtime pay, front pay, compensatory damages, emotional distress damages, multiple damages, punitive damages, attorneys’ fees, interest and any other costs) against the Bridgeline-Releasees from the beginning of time up through the Effective Date of this Agreement.

 

 

(b)     Without limitation to the generality of the foregoing terms, the Massie-Releasors hereby irrevocably and unconditionally release, remise and forever discharge the Bridgeline-Releasees for any and all:

 

(i)     Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date of this Agreement) prohibiting retaliation, discrimination or harassment based upon any protected status including, without limitation, race, color, creed, religion, national origin, ancestry, age, sex, sexual harassment, handicap or disability, genetic carrier status, veteran status or sexual orientation, any military service or application for military service, or any other category protected under federal or state law. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Massachusetts Fair Employment Practices Law (Massachusetts General Laws Chapter 151B), and any other similar Massachusetts or other state statute;

 

(ii)     Claims under any other federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date of this Agreement) relating to wages, overtime, vacation accrual or pay, hours, whistleblowing, or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act and the Employee Retirement Income Security Act of 1974 and any other similar Massachusetts or other state statute. The Massie-Releasors specifically acknowledge that they are waiving any Claims for unpaid wages under these and other Laws;

 

 

(iii)     Claims under any other state employment related statute, regulation or executive order (as they may have been amended through the Effective Date of this Agreement) relating to wages, overtime, vacation accrual or pay, hours, whistleblowing or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Massachusetts Payment of Wages Law (Massachusetts General Laws Chapter 149, §§148, 150), Massachusetts General Laws Chapter 149 in its entirety, Massachusetts General Laws Chapter 151 in its entirety (including but not limited to the minimum wage and overtime provisions) and any other similar Massachusetts or other state statute. The Massie-Releasors specifically acknowledge that they are waiving any Claims for unpaid wages under these and other Laws;

 

(iv)     Claims under any state or federal common law theory including, without limitation, wrongful discharge, whistleblowing, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, assault and battery, intentional or negligent infliction of emotional distress, loss of consortium, invasion of privacy, misrepresentation, deceit, fraud or negligence; and

 

(v)     Any other Claims arising under any state, federal or local law.

 

(c)     The Massie-Releasors not only release and discharge the Bridgeline-Releasees from any and all claims as stated above that they could make on Mr. Massie’s behalf or on behalf of others, but also those claims that might be made by any other person or organization on his behalf, and the Massie-Releasors specifically waive any right to recover any damage awards as a member of any class in a case in which any claim(s) against the Bridgeline-Releasees are made.

 

 

(d)     Mr. Massie expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which have arisen and of which he knows or does not know, should have known, had reason to know or suspects to exist in his favor as of the Effective Date, and that this Agreement contemplates the extinguishment of any such Claims.

 

(e)     Notwithstanding the foregoing, this Paragraph 14 shall not release Bridgeline from any obligation expressly set forth in this Agreement or from any claim that, as a matter of law, cannot be waived.

 

(f)     The general release in this Paragraph 14 is not affected or limited by the recitation of the specific releases in this Paragraph 14.

 

(g)     In consideration of the covenants set forth herein, and more particularly the terms set forth in this agreement, and other good and valuable consideration, the Company, including its Board, hereby irrevocably and unconditionally release, remise, and forever discharge Thomas L. Massie, including his agents, heirs, legatees, successors and assigns, (collectively “Massie Releasees”) of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, in law or equity, whether existing or contingent, known or unknown, suspected or unsuspected (collectively “Claims”), which the Company or its Board previously had, now have, or hereafter may have against the Massie Releasees from the beginning of time to the Effective Date of this Agreement. The Company and Board expressly acknowledge and agree that this Agreement is intended to be a General Release of Claims and to bar any and all Claims against the Massie Releasees seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever against the Massie Releasees from the beginning of time up through the Effective Date of this Agreement.    

 

 

15.     OWBPA. Because Mr. Massie is at least forty (40) years of age, he has specific rights under the ADEA and the OWBPA, which prohibit discrimination on the basis of age.

 

(a)     The release in Paragraph 14 is intended to release any Claims Mr. Massie may have against Bridgeline alleging discrimination on the basis of age under the ADEA, OWBPA and any other state, federal, or local law. Notwithstanding anything to the contrary in this Agreement, the release in Paragraph 14 does not cover rights or Claims under the ADEA that arise from acts, omissions, transactions or occurrences that occur after the Effective Date.

 

(b)     It is Bridgeline’s desire and intent to make certain that Mr. Massie understands the provisions and effects of this Agreement. To that end, Bridgeline hereby advises Mr. Massie to consult with legal counsel prior to signing this Agreement for the purpose of reviewing the terms of this Agreement, and Mr. Massie acknowledges he has, in fact, been represented by counsel in connection with the review, negotiation and execution of this Agreement.

 

(c)     Consistent with the OWBPA, Bridgeline is providing Mr. Massie with twenty-one (21) days to consider and accept the terms of this Agreement prior to signing it; provided, however, that Mr. Massie may waive all or part of this review period if he chooses. Mr. Massie acknowledges that any changes to this Agreement, material or otherwise, will not restart the twenty-one (21) day review period. In addition, Mr. Massie may rescind his assent to this Agreement if, within seven (7) days after he signs this Agreement, he delivers a notice of rescission to Steven D. Weatherhead, Marathas Barrow & Weatherhead LLP, One Financial Center, 15^th Floor, Boston, MA 02111. To be effective, such rescission must be hand delivered or postmarked within the seven (7) day period and sent by certified mail, return receipt requested to the above-referenced address. Mr. Massie understands that such seven-day period is mandatory and may not be waived. If Mr. Massie’s written notice that he is exercising his right of revocation is not hand delivered or postmarked within the seven-day revocation period, this Agreement will automatically become effective as of the Effective Date. Mr. Massie further understands that the Agreement does not become effective or enforceable and that no payment will be made under the Agreement until the seven-day revocation period has expired.

 

 

(d)     Nothing in the general waiver and release set forth in Section 14 shall be deemed to prohibit Mr. Massie from challenging the validity of this release or from filing a charge or complaint of employment-related discrimination, harassment, or retaliation or from participating in any investigation or proceeding before any federal, state or local court or administrative agency. However, the release in Paragraph 14 does prohibit Mr. Massie from seeking or receiving monetary damages or other individual-specific relief in connection with any such charge or complaint. Further, nothing in this Agreement shall be deemed to limit Bridgeline’s right to seek immediate dismissal of such charge or complaint on the basis that Mr. Massie’s signing of this Agreement constitutes a full release of any individual rights under applicable law, or Bridgeline’s right to seek restitution or other legal remedies to the extent permitted by law of the economic benefits provided to Mr. Massie under this Agreement in the event that he successfully challenges the validity of this release and prevails in any claim under applicable law.

 

 

16.     Non-Disparagement. Mr. Massie and the current members of the Board agree that for twelve (12) months after the Resignation Date they will not make any statements that are disparaging about or adverse to the business interests of the other or which are intended to harm the reputation of the other, including, but not limited to, any statements that disparage any the reputation of the other or any product, service, finances, employees, officers, directors, capability or any other aspect of the business of Company.

 

17.     Entire Agreement/Modifications. This Agreement sets forth the entire agreement between the Parties with respect to Mr. Massie’s employment with and separation from the Company, and supersedes any and all prior oral and/or written agreements between the Parties relating to Mr. Massie’s employment with and separation from the Company, including (without limitation) the Employment Contract; provided that Section 2.3(a) (confidentiality) and Sections 2.4 to 2.6 (inventions and original works) of the Employment Contract shall remain in full force and effect. No variations or modifications to this Agreement shall be deemed valid unless reduced to writing and signed by the Parties.

 

18.     Governing Law/Venue/Mediation/Arbitration. The validity, interpretation and performance of this Agreement and any and all other matters relating to Mr. Massie’s employment with and separation from the Company, shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles. Both parties agree that any action, demand, claim or counterclaim relating to (a) Mr. Massie’s employment and separation, and/or (b) the terms and provisions of this Agreement or to its breach, must submitted to mandatory non-binding Mediation to be held before a mutually agreed-upon neutral in Boston, Massachusetts within thirty (30) days of a written request by any party articulating the basis of the dispute, violation or breach. If mediation fails to achieve a resolution, the dispute shall be submitted to binding Arbitration in Boston, Massachusetts or at a location as otherwise mutually agreed. Arbitration shall serve as the exclusive means of resolving any disputes relating to Mr. Massie’s employment or arising out of this agreement. Arbitration shall be filed with and administered by the American Arbitration Association in accordance with its applicable Employment Arbitration Rules, and each party hereby consents to any such disputes being so resolved fully and finally. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction. The fees associated with Mediation and/or Arbitration shall be born equally by the parties involved.

 

 

19.     Acknowledgement. Mr. Massie hereby acknowledges that he has read and fully understands all provisions of this Agreement, that he has been afforded sufficient time to understand the terms and effects of this Agreement, that he has engaged counsel to advise him on all of the terms and effects of this Agreement prior to executing this Agreement, that he knowingly and voluntarily is entering into and executing this Agreement, and that neither Bridgeline, nor any of its agents or representatives, have made any representations inconsistent with the terms and effects of this Agreement.

 

20.     Severability/Interpretation. If any portion or provision of this Agreement is held unconstitutional, invalid, or unenforceable, the remainder of the Agreement will be deemed severable, will not be affected, and will remain in full force and effect. The language of all the parts of this Agreement and Release shall be construed as a whole, according to its fair meaning, and not strictly for or against either party.

 

21.     Counterparts. This Agreement may be executed in two or more counterparts, by original signature or pdf signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument and it shall be binding upon and inure to the benefit of the heirs, successors and assigns of each of the parties hereto.

 

MR. THOMAS MASSIE			BRIDGELINE DIGITAL, INC.
			By:     Joni Kahn
			Its:     Chairperson of the Board
Dated: November ____, 2015			Dated: November________, 2015

 

 

 

 

 14

Exhibit 99.1

 

	Wednesday, November 18, 2015

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For Immediate Release 

 

 

Bridgeline Digital’s Founder & CEO Thomas Massie

Completes Company Transition;

Resigns to Pursue Other Opportunities

 

Burlington, MA | November 18, 2015

 

Bridgeline Digital, Inc. (NASDAQ: BLIN), The Digital Engagement Company™, today announced that its founder, President & Chief Executive Officer, Thomas Massie, has completed the Company’s transition from a service only business model to a iAPPS business model, and effective December 1, 2015 he will resign as President & CEO to pursue other opportunities. To ensure a smooth transition, Mr. Massie will remain an advisor to Bridgeline’s Board of Directors for the next 16 months.

 

From 2000 to 2008, Massie led Bridgeline Digital from its inception to a $20 million dollar interactive services business. In 2008, Massie and Bridgeline’s mission was to create a significant market differentiator and a recurring revenue model. This resulted in developing and launching iAPPS, a digital engagement SaaS platform that deeply integrates web content management, eCommerce, email campaign management, analytics, and social media management into a unified platform. Since 2008, iAPPS related revenue enjoyed rapid growth, growing from concept to $19 million dollars in annual revenues with thousands of business relying on iAPPS and Bridgeline for their digital engagement needs. The original legacy services only business has now wound down to de-minimis revenue levels, and the Company’s transition to focus on iAPPS related business is complete.

 

Under Mr. Massie’s leadership, Bridgeline has received over 200 industry related awards from organizations such as the Web Marketing Association Web Awards, Interactive Media Awards (IMA), MITX Awards, Academy of Interactive Arts W3 Awards, Horizon Interactive Awards, and Internet Advertising Competition (IAC) Awards. In 2015 leading analyst firm Forrester named iAPPS one of the top 4 performers in their Through-Channel Marketing Automation report and The SIIA awarded iAPPS with the 2015 CODiE for Best Web Content Management Platform. Both eContent Magazine editors and KM World Magazine editors named iAPPS a trend setting product of 2015. Lastly, in 2015 B2B Magazine said Bridgeline Digital is one of the top interactive technology companies in North America.

 

 

	Wednesday, November 18, 2015

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"It has been a privilege to work with Bridgeline’s outstanding employees and customers throughout the past 16 years” says Bridgeline’s President and Chief Executive Officer Thomas Massie. “I am confident the Company is taking the rights steps to create long-term value for its employees, customers, and shareholders. I truly believe Bridgeline is well-positioned for continued success."

 

"The Board is grateful for Thomas’s innumerable contributions to the Company and his distinguished tenure as CEO over the last sixteen years." says Joni Kahn, Bridgeline Digital’s Chairperson. “Under Thomas’ leadership, he has managed the company through challenging times and market transitions. The Board is confident that Bridgeline is poised for growth, and we wish the best to Thomas in all he endeavors.”

 

To ensure a smooth transition, Mr. Massie will remain President & Chief Executive Officer until December 1, 2015. At that time, the Board will create a temporary “Office of the Chief Executive Office” whereby Bridgeline’s current Chief Operating Officer, Roger “Ari” Kahn and Executive Vice President & Chief Financial Officer, Michael Prinn, will act as Interim Chief Executive Officers. Each Mr. Kahn and Mr. Prinn will continue in their respective roles while assuming the responsibilities of the Office of Chief Executive Officer until a successor is named by the Board.

 

 

	Wednesday, November 18, 2015

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About Bridgeline Digital

 

Bridgeline Digital, The Digital Engagement Company™, enables its customers to maximize the performance of their mission critical websites, intranets, and online stores. Bridgeline’s iAPPS platform deeply integrates Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics to help marketers deliver online experiences that attract, engage and convert their customers across all digital channels. Bridgeline provides end-to-end Digital Engagement solutions and boasts an award-winning team of interactive services professionals. Headquartered in Burlington, Mass., with nine additional locations throughout the United States and a .NET development center in Bangalore, India. 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.

 

 

For more information, contact: Michael Prinn Bridgeline Digital, Inc. Executive Vice President and CFO 781-497-3016 [email protected]

 

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