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 6, 2016

 

RESONANT INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36467

 

45-4320930

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

110 Castilian Drive, Suite 100

 

 

Goleta, California

 

93117

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 308-9803

(Registrant’s telephone number, including area code)

 

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):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

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

 

Resonant Inc. has appointed Jeff A. Killian as our Chief Financial Officer (our principal financial and accounting officer) pursuant to an employment offer letter dated October 6, 2016.  Mr. Killian’s employment with Resonant will commence on October 24, 2016.  Ross Goolsby, who has served as our Interim Chief Financial Officer since August 10, 2016, has resigned from that position effective upon the commencement of Mr. Killian’s employment with us.

 

Mr. Killian (age 57) served as Cascade Microtech, Inc.’s Chief Financial Officer, Vice President of Finance, and Secretary from April 2010 until June 2016 when Cascade Microtech, Inc. was acquired by FormFactor, Inc. From June 2008 to April 2010, Mr. Killian served as the Director of Finance at Cascade Microtech, Inc.  Prior to this, from May 1997 to June 2008, Mr. Killian served in various financial roles at TriQuint Semiconductor, Inc. including Treasurer, Director of Financial Planning and Analysis, Corporate Controller, and as its Director of Oregon Finance. Mr. Killian holds a B.S. in Finance from Oregon State University and an M.B.A. from the University of Oregon.

 

Mr. Killian’s offer letter provides that he will be employed by Resonant “at will” and contains the following additional terms:

 

·                   He will receive an annual base salary of $275,000;

 

·                   He will be eligible to receive annual incentive compensation pursuant to bonus performance criteria established by the Compensation Committee of the Board of Directors;

 

·                   He will receive a signing bonus of $75,000, which will be applied against and reduce any other bonus to which he is entitled for calendar years 2016 and 2017 and which he must repay in full if he voluntarily terminates his employment with Resonant other than for good reason prior to October 24, 2017;

 

·                   He will receive an inducement award of restricted stock units for 200,000 shares of common stock upon commencement of employment, which inducement award will vest over four years in equal quarterly installments, with the first installment vesting on January 2, 2017;

 

·                   He is a recipient of a Severance and Change in Control Agreement, a form of which is filed as Exhibit 10.41 to Resonant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 27, 2015, which agreement provides Mr. Killian with the severance benefits extended to other executive officers of Resonant; and

 

·                   He will be eligible to participate in Resonant’s other benefits programs.

 

The RSU award to Mr. Killian was made in accordance with the employment inducement award exemption provided by NASDAQ Rule 5635(c)(4) and thus was not awarded under Resonant’s stockholder approved equity plan.

 

The foregoing description of the offer letter is subject to, and qualified in its entirety by, the copy of the offer letter filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

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Mr. Killian also is expected to enter into Resonant’s standard indemnification agreement, a copy of the form of which is filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed with SEC on January 24, 2014 and incorporated herein by reference, which would require Resonant to indemnify Mr. Killian, under the circumstances and to the extent provided for therein, against certain expenses and liabilities incurred by Mr. Killian by reason of his position as an officer of Resonant.

 

A press release announcing Mr. Killian’s appointment as an executive officer was issued by us on October 12, 2016, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)                                  Exhibits

 

10.1                         Offer Letter between the Registrant and Jeffrey Killian, dated October 6, 2016.

 

99.1                         Press release dated October 12, 2016.

 

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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.

 

Date: October 12, 2016

Resonant Inc.

 

 

 

By:

/s/ Terry Lingren

 

 

Terry Lingren

 

 

Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

Offer Letter between the Registrant and Jeffrey Killian, dated October 6, 2016.

 

 

 

99.1

 

Press release dated October 12, 2016.

 

5

Exhibit 10.1

 

 

October 6, 2016

 

PERSONAL & CONFIDENTIAL

 

Jeffrey Killian

 

Re:          Employment Terms

 

Dear Jeff:

 

I am pleased to extend this formal offer of full-time employment to join Resonant Inc. (“Resonant” or the “Company”) as Chief Financial Officer.  This is a key position reporting directly to myself, Terry Lingren, Chief Executive Officer. I’m excited to have you joining us!  This letter sets out the terms and conditions of your employment with Resonant.

 

Your first day of employment will be Monday, October 24, 2016 (“Start Date”).  We will pay you a base salary at an annualized rate of $275,000.  Your base salary is payable in accordance with our regular payroll schedule which is currently every two weeks.  You will participate in the executive bonus plan, which is payable at the sole discretion of our Board in accordance with the terms of the executive bonus plan, if any.

 

You will be entitled to paid vacation in accordance with our vacation policy as generally applicable to all employees.  You may take your vacation at times mutually acceptable to you and the Company.  In this regard, we would appreciate as much advance warning of your vacations as reasonably possible so that your duties can be covered by others in your absence.  You also will be entitled to our normal paid holidays (typically not fewer than ten (10) days per year).

 

Your place of employment will be based out of the Company’s principal executive offices in Goleta, California, while you maintain your residence in Hillsboro, Oregon.  You will be required to devote all of your business time, energy, skill, and efforts to faithfully and diligently further the business interests of the Company, except as agreed to by the Company in writing in advance.

 

You will be entitled to participate in all of our employee benefit plans.  These include, among other things, group health insurance and a 401K plan.  We match 100% of contributions under our 401K plan up to a maximum of 5% of your base salary.  Please note that, as with all companies, we reserve the right to change our employee benefit plans from time to time.

 

Subject to approval from our Board, we will grant you a restricted stock unit award (the “RSU”) for 200,000 shares of our common stock, which RSU will vest quarterly over a four (4) year period commencing with the first business day of the next calendar quarter after your Start Date.  The RSU award will be granted to you as an “inducement” award that is exempt from shareholder approval rules of the Nasdaq Stock Market, and will be subject to your execution of our standard equity award agreement.

 

In addition to the above, we are also offering you a sign-on bonus of $75,000 (less all required tax withholdings and other applicable deductions), payable no later than the first pay period payment date following your Start Date.  You agree to repay this bonus in full if you voluntarily

 

110 Castilian Drive  ·   Suite 100 · Santa Barbara  ·   California 93117

 


 

terminate (other than for good reason as defined in the Change in Control Agreement) your employment with the Company prior to the first anniversary of your Start Date.  This sign-on bonus amount will be subtracted from the amount of any annual or other bonus to which you may be entitled for the 2016 and 2017 calendar years.  For clarity, if your sign-on bonus exceeds the amount of any annual or other bonus you earn for the 2016 and 2017 calendar years, you will not be required to refund the excess amount unless you voluntarily terminate your employment with the Company (other than for good reason) prior to the first anniversary of your Start Date.

 

Your employment will be on an at-will basis.  This means that you will have the right to terminate your employment at any time with or without cause or notice, and the Company will reserve for itself an equal right.  Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.  Upon any termination of your employment, you will be entitled to receive:

 

·                                           Any base salary earned but unpaid as of your termination or resignation date;

 

·                                           Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

 

·                                           Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

 

·                                           Any amounts or benefits under any Company compensation, incentive, severance, change in control or benefit plans due and owing and/or vested but not paid as of your termination or resignation date (according to the payment provisions of such plans).

 

Your employment is conditioned on your signing and returning the enclosed copies of our standard Employee Invention, Confidentiality and Non-Solicitation Agreement (the “ Invention Agreement ”) and Mutual Agreement to Arbitrate Claims (the “ Arbitration Agreement ”).  This Letter, the Invention Agreement and the Arbitration Agreement, as well as the Severance and Change in Control Agreement, and equity incentive plan agreements, will together form the entire agreement with respect to the subject matter hereof and thereof, and these agreements together supersede all prior understandings and agreements, whether written or oral, with respect to such matters.  The terms of your employment may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the benefits provided to you and its other employees.

 

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This employment letter is valid for ten (10) business days and will expire if we have not received by that date signed copies of this letter, the Invention Agreement and the Arbitration Agreement.

 

We look forward to working with you!

 

 

Regards,

 

 

 

 

 

/s/ Terry Lingren

 

Terry Lingren, CEO

 

ACCEPTED AND AGREED:

 

 

/s/ Jeffrey Killian

 

Jeffrey Killian

 

 

 

Enclosures (Invention Agreement and Arbitration Agreement)

 

cc:                       Barb Harlow, Director of Administration
Lisa Wolf, Vice President of Finance

 

3

Exhibit 99.1

 

 

Resonant Appoints Jeff Killian as Chief Financial Officer

 

Seasoned Financial Executive with Relevant Industry Knowledge to Join Resonant Executive Team

 

GOLETA, Calif. — October 12, 2016 - Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, today announced that its board has appointed Jeff Killian as Chief Financial Officer, effective October 24, 2016. Mr. Kilian will succeed Interim CFO Ross Goolsby.

 

Mr. Killian comes to Resonant with almost 30 years of relevant financial, filter and semiconductor industry experience. Since 2010, Mr. Killian was Chief Financial Officer at Cascade Microtech, Inc. (NASDAQ: CSCD), a worldwide leader in the design, development and manufacture of advanced wafer probing solutions for the electrical measurement and test of semiconductor integrated circuits and chips, until its successful sale to FormFactor (NASDAQ: FORM) in 2016. During his eight year tenure, Mr. Killian helped lead the company from a market cap of $25 million to $258 million, and drove revenue growth from $77 million to $144 million. Prior to that, Mr. Killian held several positions of increasing responsibility at TriQuint Semiconductor, Inc. (NASDAQ: TQNT) over an 11 year span, as well as US Bank for 20 years. He holds a Bachelor of Science, Business Administration and Finance from Oregon State University and an MBA from the University of Oregon.

 

“We welcome Jeff to the position and are very pleased to have someone of his caliber and financial skill set serve as our CFO,” said Terry Lingren, CEO and Co-Founder of Resonant, Inc. “Jeff brings a dedicated work ethic as well as proven and concentrated experience in the semiconductor industry, which makes him the perfect fit for Resonant. His wealth of experience will be instrumental as we remain focused on the further buildout of our Infinite Synthesized Network (ISN ® ) platform, expanding our Intellectual Property portfolio and securing licensing agreements with current and existing customers.”

 

Lingren, added: “We would also like to thank Ross Goolsby for his service as our Interim CFO. During this transition, he played an integral role in supporting us through our most recent raise and organizational evolution.”

 

In connection with Mr. Killian’s appointment as Chief Financial Officer, the Company will issue to Mr. Killian an inducement award of restricted stock units for 200,000 shares of common stock. The inducement award will vest in equal quarterly installments over four years, with the first installment vesting on January 2, 2017.

 

About Resonant ®  Inc.

 

Resonant is creating innovative filter designs for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.

 


 

About Resonant’s ISN ®  Technology

 

Resonant can create designs for hard bands and complex requirements that we believe have the potential to be manufactured for half the cost and developed in half the time of traditional approaches. The Company’s large suite of proprietary mathematical methods, software design tools and network synthesis techniques enable it to explore a much bigger set of possible solutions and quickly derive the better ones. These improved filters still use existing manufacturing methods (i.e. SAW) and can perform as well as those using higher cost methods (i.e. BAW). While most of the industry designs surface acoustic wave filters using a coupling-of-modes model, Resonant uses circuit models and physical models. Circuit models are computationally much faster, and physical models are highly accurate models based entirely on fundamental material properties and dimensions. Resonant’s method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant’s models are fundamental, integration with its foundry and fab customers is eased because its models speak the “fab language” of basic material properties and dimensions.

 

Safe Harbor/ Forward-Looking Statements

 

This press release contains forward-looking statements concerning Mr. Killian’s expected contributions to Resonant.  Forward-looking statements are made as of the date of this document and are inherently subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the following:  our limited operating history; our ability to complete designs that meet customer specifications; the ability of our customers (or their manufacturers) to fabricate our designs in commercial quantities; the ability of our designs to significantly lower costs compared to other designs and solutions; the risk that the intense competition and rapid technological change in our industry renders our designs less useful or obsolete; our ability to find, recruit and retain the highly skilled personnel required for our design process in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions.  Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or Quarterly Report (Form 10-Q) filed with the Securities and Exchange Commission.  Forward-looking statements are made as of the date of this release, and we expressly disclaim any obligation or undertaking to update forward-looking statements.

 

Contact

 

MZ North America

Greg Falesnik, 1-949-385-6449

Greg.Falesnik@mzgroup.us