Form 8-K Internap Corp For: Mar 16
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):
March 21, 2018 (March 16, 2018)
Internap Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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001-31989
(Commission File Number)
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91-2145721
(IRS Employer Identification Number
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12120 Sunset Hills Road, Suite 330, Reston, Virginia
(Address of Principal Executive Offices)
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20190
(Zip Code)
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Registrant’s telephone number, including area code: (404) 302-9700
Not applicable
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Section 5 — Corporate Governance and Management
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On March 16, 2018, the Board of Directors of Internap Corporation (the “Company”) amended that certain employment agreement, dated September 12, 2016, by and between the Company and Peter D. Aquino (the “Employment Agreement”).
The principal changes to the Employment Agreement consist of the following: (i) at the end of the current term of the Employment Agreement, which is due to end on September 19, 2019, the term will automatically renew for successive one-year periods unless either party provides advance written notice of non-renewal; and (ii) non-renewal of the Employment Agreement by the Company is treated as a Qualifying Termination (as defined in the Employment Agreement) of Mr. Aquino’s employment, which will entitle Mr. Aquino to severance pay and other benefits.
The foregoing summary of the material terms of the amendment to Mr. Aquino’s Employment Agreement is qualified by reference to the full text of the agreement, which is included as Exhibit 10.1 hereto.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are furnished as part of this report:
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Exhibit No.
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Description
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Amendment No. 2 to Employment Agreement, dated March 16, 2018, by and between Peter D. Aquino and Internap Corporation.
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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.
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INTERNAP CORPORATION
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Date: March 21, 2018
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By:
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/s/ Richard Diegnan
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Richard Diegnan
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SVP and General Counsel
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Exhibit 10.1
Execution Version
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 16, 2018 (the “Amendment Effective Date”), by and between Peter D. Aquino (“Executive”) and Internap Corporation, a Delaware corporation (the “Company,” and together with Executive, each, a “Party”, and collectively, the “Parties”).
WHEREAS, the Parties entered into an Employment Agreement, dated September 12, 2016 (the “Agreement”), as previously amended; and
WHEREAS, the Executive and the Company wish to amend a certain provision of the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company hereby agree as follows:
1. Section 1.1 of the Agreement is deleted in its entirety and replaced with the following:
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Employment. Company agrees to continue to employ Executive and Executive hereby accepts such continued employment with the Company upon the terms and conditions set forth in this Agreement, for the duration of the period (the “Employment Period”) that began on September 19, 2016 (“Start Date”) and ends on September 19, 2019, but shall automatically renew on the same terms and conditions set forth herein for additional one-year periods (each a “Renewal Year”) unless the Company or Executive gives the other party appropriate notice of its election not to renew the Employment Period prior to the renewal date (a “Non-Renewal Notice”). If this Agreement is renewed in accordance with this Section, each Renewal Year shall be included in the definition of “Employment Period” for purposes of this Agreement. If this Agreement is not renewed in accordance with this Section, or is otherwise terminated hereunder (i) Executive’s employment shall terminate, and (ii) this Agreement shall no longer be in effect; provided, however, that the restrictive covenants and all post-termination obligations contained in this Agreement shall survive termination of this Agreement. For the avoidance of doubt, the term “Employment Period” shall include the initial three year term and each Renewal Year, and a Termination of Employment by the Company for non-renewal of the Employment Period shall be considered a termination by the Company without Cause and shall be treated as a Qualifying Termination hereunder.
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2. Except to the extent expressly modified or amended by this Amendment, all terms and provisions of the Agreement shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
3. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Effective Date.
COMPANY:
INTERNAP CORPORATION
/s/ Daniel C. Stanzione
Name: Daniel C. Stanzione
Title: Chairman of the Board of Directors
EXECUTIVE:
/s/ Peter D. Aquino
Peter D. Aquino