Form 8-K Actua Corp For: Nov 20

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of earliest event reported: November 20, 2017

 

 

Actua Corporation

(Exact name of registrant as specified in charter)

 

 

 

Delaware		001-16249		23-2996071
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

 

555 East Lancaster Avenue, Suite 640, Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(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:

 

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

---

Item 5.02.

Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 20, 2017, in connection with the pending sales of Actua Corporation’s (“Actua’s”) majority-owned subsidiaries (including, without limitation, the pending sale of VelocityEHS Holdings, Inc. and BOLT Solutions, Inc. pursuant to that certain Membership Interest Purchase Agreement, dated as of September 23, 2017, by and among Actua, Actua Holdings, Inc., Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.) and Arsenal Acquisition Holdings, LLC (such sale, the “Change of Control”)) and the related wind-down of Actua’s operations that is expected to follow those sales, Actua delivered a notice to Douglas Alexander, its President, pursuant to the Employment Agreement, dated as of April 17, 2007 (as amended as of December 18, 2008, June 18, 2010 and February 28, 2014), by and between Mr. Alexander and Actua USA Corporation (“Actua USA”) (such agreement, the “Employment Agreement”), informing Mr. Alexander that his employment is being terminated without Cause (as defined in the Employment Agreement), effective as of December 21, 2017 (such termination, the “Termination”).

Because Mr. Alexander’s employment is being terminated in connection with the pending Change of Control, Actua and Actua USA entered into a letter agreement with Mr. Alexander on November 22, 2017 so that the unvested equity awards held by Mr. Alexander are treated the same as those held by Actua’s other executive officers in connection with that Change of Control (such agreement, the “Letter Agreement”). Under the Letter Agreement, subject to the other terms and conditions of the underlying restricted share agreements and the requirement that Mr. Alexander remain employed at Actua USA through the effectiveness of the Termination, (1) the restricted shares of Actua common stock subject to time-based vesting held by Mr. Alexander will vest on February 28, 2018, (2) the restricted shares of Actua common stock subject to market-based vesting held by Mr. Alexander will vest if, and only if, the Change of Control occurs on or before February 28, 2018, and (3) the restricted shares of Actua common stock representing Mr. Alexander’s 2017 annual performance bonus will automatically vest if the Change of Control occurs on or before March 12, 2018. The foregoing description contains only a summary of certain terms of the Letter Agreement and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

 

Exhibit No.		Description
10.1		Letter Agreement, dated as of November 22, 2017, by and among Actua Corporation, Actua USA Corporation and Douglas Alexander

 

2

---

SIGNATURE

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, thereunto duly authorized.

Date: November 22, 2017

 

 

3

Exhibit 10.1

November 22, 2017

Mr. Douglas Alexander

P.O. Box 98

Merion Station, PA 19066

 

Re:

Equity Awards Under Restricted Share Agreements

Dear Mr. Alexander:

Reference is made to (i) that certain Employment Agreement, dated as of April 17, 2007 (as amended on December 18, 2008, June 18, 2010 and February 28, 2014), by and between Actua USA Corporation (f/k/a Internet Capital Group Operations, Inc.) (“Actua USA”) and Douglas Alexander (such agreement, the “Employment Agreement”), (ii) that certain Restricted Share Agreement, dated as of February 28, 2014, by and between Actua USA and Actua Corporation (f/k/a ICG Group, Inc.) (“Actua” and, together with Actua USA, the “Company”) and Mr. Alexander (such agreement, the “2014 Share Agreement”), (iii) that certain Restricted Share Agreement, dated as of March 10, 2017, by and between the Company and Mr. Alexander (such agreement, the “Bonus Share Agreement”), and (iv) that certain Membership Interest Purchase Agreement, dated as of December 23, 2017, by and among Actua, Actua Holdings, Inc., Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.) and Arsenal Acquisition Holdings, LLC (such agreement, the “Sale Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.

(A)    The Compensation Committee of the Board of Directors of Actua (the “Committee”) has determined that 468,750 shares of restricted common stock of Actua granted pursuant to the 2014 Share Agreement (the “2014 Shares”) and 56,849 shares of restricted common stock of Actua granted pursuant to the Bonus Share Agreement (the “Bonus Shares”) would become fully vested upon the consummation of the transactions contemplated by the Sale Agreement (such transactions, the “Velocity/Bolt Sale”).

(B)    On November 20, 2017, in connection with the pending Velocity/Bolt Sale, the Company duly notified Mr. Alexander, pursuant to the Employment Agreement, of the termination of Mr. Alexander’s employment without Cause, with such termination to become effective as of December 21, 2017 (such termination, the “Termination”).

(C)    The Committee has determined, in accordance with Section 6(a) of the 2014 Share Agreement and Section 1(b) of the Bonus Share Agreement, respectively, that (a) the

---

Mr. Douglas Alexander

November 22, 2017

Page 2

 

pending Velocity/Bolt Sale, if consummated, would constitute a Change of Control, and (b) the Termination has been undertaken in connection with such pending Change in Control.

(D)    Notwithstanding anything to the contrary set forth in the Employment Agreement, the 2014 Share Agreement (including, without limitation, Paragraphs 1 and 5(a) thereof) and/or the Bonus Share Agreement (including, without limitation, Paragraph 1(d) thereof) or otherwise (but provided that Mr. Alexander remains employed by the Company through the effectiveness of the Termination), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the undersigned parties hereby acknowledge and agree as follows:

(1)    Neither the 2014 Shares nor the Bonus Shares shall be automatically forfeited and returned to the Company upon the Termination.

(2)    The 2014 Shares that are not designated as Performance Shares in the 2014 Share Agreement shall become fully vested on February 28, 2018.

(3)    The 2014 Shares that are designated as Performance Shares in the 2014 Share Agreement (the “Performance Shares”) shall become fully vested if, and only if, the Velocity/Bolt Sale is consummated on or prior to February 28, 2018. If the Velocity/Bolt Sale is not consummated on or prior to February 28, 2018, the Performance Shares shall be automatically forfeited and returned to the Company on February 28, 2018.

(4)    The Bonus Shares shall become fully vested if the Velocity/Bolt Sale is consummated on or prior to March 12, 2018. If the Velocity/Bolt Sale is not consummated on or prior to March 12, 2018, the Bonus Shares shall remain subject to the vesting and forfeiture provisions set forth in Section 1(a) of the Bonus Share Agreement.

(E)    Except as explicitly set forth herein, the terms and conditions of the Employment Agreement, the 2014 Share Agreement and the Bonus Share Agreement shall remain in full force and effect, unmodified in any way.

Please sign in the space below to indicate your acknowledgment of, and agreement to, the foregoing matters.

[Signature page follows.]

---

Mr. Douglas Alexander

November 22, 2017

Page 3

 

Very truly yours,
ACTUA CORPORATION
By:		/s/ Walter W. Buckley, III
		Name: Walter W. Buckley, III
		Title: CEO
ACTUA USA CORPORATION
By:		/s/ Walter W. Buckley, III
		Name: Walter W. Buckley, III
		Title: CEO

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Blackstone Credit and Insurance appoints Dan Leiter as Head of International
• Alberto Castillo Injured in Truck Accident on Veterans Memorial Drive in Northwest Houston
• mF International Limited Announces Closing of Initial Public Offering