UNITED STATES
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
 
June 5, 2014
Date of report (Date of earliest event reported)
 
SUPPORT.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other
Jurisdiction
of Incorporation)
000-30901
(Commission File No.)
94-3282005
(I.R.S. Employer Identification No.)
 
900 Chesapeake Dr., Second Floor, Redwood City, CA 94063
(Address of Principal Executive Offices) (Zip Code)
 
     
 
(650) 556-9440
(Registrant’s telephone number, including area code)
 
     
 
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 of the registrant under any of the following provisions:

q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01.  Entry into a Material Definitive Agreement.

Previously, Support.com, Inc. (“ Company ”) and Comcast Cable Communications Management, LLC (“ Comcast ”) entered into Statement of Work #3, Xfinity Home Remote Support, dated March 21, 2014 (“ SOW#3 ”) to the Master Service Agreement, Call Handling Service, effective October 1, 2013, under which SOW#3 Company provides, at specified hourly rates, certain sales and customer support services for Comcast’s home security and control offerings to actual and prospective Comcast customers.

On June 4, 2014, Company and Comcast entered into “First Change Management Form to SOW#3” under which Comcast provides, as of April 24, 2014, certain training kits for use by Company’s agents in providing such services.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Change Management Form to SOW#3, between Comcast and Company, effective as of June 4, 2014.

 
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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: June 11, 2014

 
SUPPORT.COM, INC.
 
       
 
By:
/s/ Gregory J. Wrenn
 
 
Name:
Gregory J. Wrenn
 
 
Title:
SVP Business Affairs, General Counsel & Secretary
 

 
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EXHIBIT INDEX

 
Exhibit No.
 
Description
 
 
10.1
 
Amendment Number 3 to the Amended and Restated Support Services Agreement Between Comcast and Company, effective as of February 25, 2013

 
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EXHIBIT 10.1
 
 
FIRST CHANGE MANAGEMENT FORM
to
SOW#3

Program: Xfinity Home Remote Support SOW #3 (dated 3/21/14)
PCR No.:
Originator:   Support.com, Inc. (“Vendor”)
Date:   4/24/14
Department: NCO
Phone #: 215-286-3934
Title: Executive Dir. Contract Management & Vendor Strategy
Locations Impacted: N/A
Requested Implementation Date: 4/24/14
Estimated Hours: (LOE)
o Billable         × Non-Billable
Billing Rate/Hour: N/A
Fixed Fee Cost (if applicable)
Type of Change : Adding new section to Training
Scope of Change:
× Minor (Anything within current contract)
o Major (may require contract amendment)
MUST BE REVIEWED BY Business and/or P&L Owner
Reason for Change: (give brief overview of the reason for the change i.e. due to additional business, project enhancements or resulting from a corrective action), and identify whether change is permanent or temporary
Under Section 5.0 Training of SOW #3, Comcast and Vendor are adding a new provision, Section 5.12 Training Kits, after Section 5.11.
Area(s) of Change
     Accounting/Payroll
    Network
    Data Processing
    Resource Planning
    General Facilities
    Quality Assurance
    Human Resources
    Telecom
    IT/BI
     ×    Training
    Operations
    Recruiting
    Miscellaneous (Please describe below)
 
Description of Change(s) Requested : (describe the changes and how they affect each area or department, including key dates, requirements and billing information)
See below, page 2.

Comcast Authorization (SRT Comcast/LOB POC)
Comcast Representative’s Signature      ___________________________________________
Print Name     _______________________________  Date ______________________________

Support.com, Inc. (LOB POC)
Support.com, Inc Representative’s Signature     _____________________________________
Print Name     _______________________________  Date ______________________________




5.12             Training Kits.                                 Comcast desires to provide to Vendor certain “Training Kits” (as described below) for Vendor’s trial use, in Vendor’s sole discretion, without cost or obligation to Vendor under this SOW or otherwise under the Agreement.  Comcast and Vendor agree that the provision and acceptance of the Training Kits is subject to the following:

a.  
Two types of Training Kits will be provided:  “Secure” and “Control” Training Kits.

b.  
Each Secure Training Kit shall include one (1) security router, one (1) touchscreen, one (1) motion sensor, one (1) camera, one (1) keypad, two (2) door/window sensors, and cabling.

c.  
Each Control Training Kit shall include one (1) hub, one (1) door/window sensor, one (1) camera, one (1) lighting module, and cabling.

d.  
Training Kits will not be professionally monitored by Comcast or Vendor, and may be used only with WiFi and wired Internet connections (without cellular back-up services).

e.  
Training Kits are provided for use only in conjunction with Comcast’s “TPS” server, which is a testing environment. The type, version and model of Training Kits provided shall be at Comcast’s sole discretion.

f.  
Comcast will deliver to Vendor, at Comcast’s sole cost and expense FOB destination, one hundred twenty (120) Secure Training Kits and ten (10) Control Training Kits, for distribution by Vendor to certain CSRs and CSR candidates from time to time, selected by Vendor at Vendor’s sole discretion, who are in training or performing the Services.  Training Kits may only be used by CSRs in conjunction with Services-related training and performance, and may not be sold, leased or transferred by Vendor in any way to third party(ies) not training or performing Services under this SOW. Notwithstanding anything in this SOW or the Agreement to the Contrary: (i) Vendor shall have no obligation to use, distribute, maintain or track the Training Kits, or to return the Training Kits to Comcast; (ii) the Training Kits will not be considered Comcast Equipment, and (iii) the Training Kits will not create any Vendor training, distribution, expense or other obligation under in this SOW or the Agreement.

g.  
Vendor and Comcast acknowledge that the equipment provided in the Training Kits may not be new, may be refurbished and that Comcast and Vendor shall have no obligation to repair, maintain or replace any Training Kit.

h.  
NO IMPLIED WARRANTIES.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SOW, COMCAST MAKES NO WARRANTIES WITH RESPECT TO THE TRAINING KITS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.