UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2019 (July 2, 2019)

 

 

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Jersey, Channel Islands		001-36415		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
B1, Business Park Terre Bonne, Route de Crassier 13, 1262 Eysins, Switzerland				Not Applicable
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 011-41-22-716-9800

n/a

(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 to 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		QTNT		The Nasdaq Global Market

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.  ☒

 

 

 

Item 8.01

Other Events.

On July 2, 2019, Quotient Limited (the “Company”) amended its employment agreement with Franz Walt, its Chief Executive Officer, dated May 24, 2018 (the “Employment Agreement”), to provide for automatic renewal of its term for an additional twelve months, subject to either party giving the other party at least three months’ written notice that the term of the Employment Agreement shall not be extended. A copy of the July 2, 2019 amendment is included as Exhibit 99.2 to this Current Report on Form 8-K.

The Company is also including in this Current Report on Form 8-K as Exhibit 99.1 an immaterial amendment to the Employment Agreement, dated November 20, 2018, whereby the Company agreed, in lieu of reimbursing Mr. Walt CHF2,500 per month for the rental cost of a 1-bedroom apartment in the Geneva area, to reimburse Mr. Walt for incremental costs incurred by him when his spouse travels with him to Eysins, Switzerland. The November 2, 2018 amendment to the Employment Agreement was inadvertently not included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended March 31, 2019 (filed with the Securities and Exchange Commission on May 29, 2019).

The foregoing descriptions of the terms of the November 2, 2018 and July 2, 2019 amendments to the Employment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, reference to the respective amendments, which are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference. The Employment Agreement was originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 29, 2018, and is also incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Number		Description
10.1		Employment Agreement, dated as of May  24, 2018, by and between Quotient Limited and Franz Walt (Filed as Exhibit 10.1 to our Current Report on Form 8-K on May 29, 2018 and incorporated herein by reference).
99.1		Amendment to Employment Agreement, dated as of November 2, 2018, by and between Quotient Limited and Franz Walt.
99.2		Amendment to Employment Agreement, dated as of July 2, 2019, by and between Quotient Limited and Franz Walt.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				QUOTIENT LIMITED
Dated: July 3, 2019				By:		/s/ Christopher Lindop
				Name:		Christopher Lindop
				Title:		Chief Financial Officer

Exhibit 99.1

 

 

				Private & Confidential
				Franz Walt
				November 2, 2018

Dear Franz,

Amendment to Employment Agreement

Further to recent conversations, I am writing to confirm that effective immediately Clause 2.4 (Apartment) of your Employment Agreement dated May 24, 2018 will no longer apply.

In lieu of this Clause, Quotient will pay the incremental costs incurred by you when your wife travels with you to Eysins. For the avoidance of doubt, this includes but is not limited to train fares, car hire, accommodation and subsistence costs.

All other terms and conditions contained in your Employment Agreement dated May 24, 2018 remain the same.

Please confirm your acceptance of these amendments by signing both copies of this letter and returning one copy to the Human Resources department.

Yours sincerely,

/s/ Heino von Prondzynski                            

Heino von Prondzynski

Chairman

I agree to the changes to the Terms and Conditions of Employment as outlined above

 

Signature		/s/ Franz Walt				Date		20, Nov, 2018

 

Quotient Suisse SA		T    +41 22 716 98 00		Business Park Terre B1
Registered in Switzerland		F    +41 22 716 98 01		Bonne Route de Crassier 13
No. CHE-167.592.818		W   quotientbd.com		1262 Eysins, Suisse

Exhibit 99.2

AMENDMENT AGREEMENT

TO EMPLOYMENT AGREEMENT

This Amendment Agreement (the “Agreement”) is entered into as of July 2, 2019 by and between Quotient Limited (the “Company”) and Franz Walt (the “Executive”) (collectively, the “Parties”).

A.    The Company and the Executive are currently parties to an Employment Agreement, dated as of May 24, 2018 (the “Employment Agreement”) pursuant to which the Executive is serving as the Company’s Chief Executive Officer for a term of two years ending May 24, 2020.

B.    The Company and the Executive desire to amend the Employment Agreement to provide for the automatic extension of the term set forth therein.

In consideration of the recitals and of the mutual promises and conditions in this Agreement, the Parties agree:

1.    Section 1.2 of the Employment Agreement is amended to read in its entirety as follows:

“Term. The Executive shall commence providing the Services on the Effective Date and continue providing the Services until the two-year anniversary of the Effective Date; provided, however, that on such two-year anniversary and each anniversary thereof, the Term (as defined below) shall automatically be extended for an additional twelve months unless one of the Parties has given the other Party at least three months written notice that the Term shall not be extended (such two year period, and as it may be extended, the “Term”).

2.    Except as specifically set forth herein, the Employment Agreement and all of its terms and conditions remain in full force and effect, and the Employment Agreement is hereby ratified and confirmed in all respects, except that on or after the date of this Agreement all references in the Employment Agreement to “this Employment Agreement,” “hereto,” “hereof,” “hereunder,” or words of like import shall mean the Employment Agreement as amended by this Agreement.

3.    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and such counterpart together shall constitute one and the same instrument.

4.    This Agreement, including the validity, interpretation, construction and performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

5.    This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Parties hereto. The Employment Agreement, as amended by this Agreement, embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

 

- 2 -

The undersigned fully understand the foregoing Agreement, accept, and agree to each and every paragraph, term and provisions contained in it, and fully accept and agree to it as binding for any and all purposes whatsoever.