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): October 29, 2018
Registrant’s Telephone Number, Including Area Code: (210) 308-8267
| (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):
☐ 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 (§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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2018, the Compensation Committee of the Board of Directors of GlobalSCAPE, Inc. (the “Company”) amended the Company’s 2016 Employee Long-Term Equity Incentive Plan (the “2016 Plan”) to increase the maximum annual award limit to any one employee from 250,000 shares to 350,000 shares. The foregoing description of the 2016 Plan amendment is qualified in its entirety by reference to the full text of the plan amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 10.1 | Amendment to 2016 Employee Long-Term Equity Incentive Plan. |
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.
| GLOBALSCAPE, INC. | ||||
| Dated: October 31, 2018 | By: | /s/ Matthew Goulet | ||
| Name: | Matthew Goulet | |||
| Title: | President and Chief Executive Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment to 2016 Employee Long-Term Equity Incentive Plan. |
Exhibit 10.1
AMENDMENT TO
GLOBALSCAPE, INC.
2016 EMPLOYEE LONG-TERM EQUITY INCENTIVE PLAN
WHEREAS, GlobalSCAPE, Inc. (the “ Company ”) maintains the 2016 Employee Long-Term Equity Incentive Plan (the “ Plan ”);
WHEREAS, the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company has the authority under Section 11(a) of the Plan to amend the Plan from time to time; and
WHEREAS, the Committee has determined that it is in the best interests of the Company to amend the Plan as set forth herein.
NOW, THEREFORE, notwithstanding anything to the contrary in the Plan, the Plan is hereby amended as follows effective as of the date set forth below:
1. Amendment . Section 6(c) of the Plan is hereby amended and restated in its entirety to read as follows:
“ Maximum Annual Participant Award . The aggregate number of Shares with respect to which an Award or Awards may be granted to any one Participant (including a Covered Employee) in any one taxable year of the Company shall not exceed 350,000 shares of Common Stock (subject to adjustment as set forth in SECTION 5(a)). For purposes of this SECTION 6(c), an Award that has been granted to a Covered Employee during any taxable year, but which is subsequently forfeited or otherwise cancelled will be counted against the maximum number of Shares with respect to which Awards may be granted to such Employee.”
2. Miscellaneous .
(a) Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Plan shall remain in full force and effect.
(b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware to the extent not preempted by federal law or other applicable local law, which shall otherwise control.
(c) Severability. If any provision of this Amendment shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions herein or in the Plan, and this Amendment shall be construed and enforced as if such provisions had not been included.
IN WITNESS WHEREOF, this Amendment to the Plan is adopted as of as of this 29th day of October, 2018.
| GLOBALSCAPE, INC. | |||
| By: |
/S/ Matt Goulet |
||
| Name: | Matt Goulet | ||
| Title: | Chief Executive Officer & President | ||