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 30, 2015
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 ”) (collectively, the “ Parties ”) entered into Statement of Work #5, Xfinity Home Special Project Number 2 (“ SOW#5 ”) to the Master Service Agreement, Call Handling Service, effective October 1, 2013 (the “ MSA ”), under which the Company would provide a limited scope of support services to certain existing customers of Comcast’s home security and control offerings.  Operationally, SOW#5 provides for the Parties to prepare, based on forecasts on an ongoing basis, staffing plans (as defined in SOW#5, a “ Staffing Plan ”) in order to manage expected workloads and personnel required for the provision of such services; and further, in order to modify such Staffing Plans, to use a “Change Management Form” in the form attached to the MSA.  On June 30, 2015, the Company received a fully executed copy of a “Change Management Form #1 to SOW#5” (“ CMF#1 ”) between the Company and Comcast, which modifies the Staffing Plan previously set forth in SOW#5, and provides for subsequent changes to the Staffing Plan to be mutually agreed to in writing.

In addition, the Parties entered into Statement of Work #3 to the MSA (“ SOW#3 ”), under which the Company would provide certain support services to customers of Comcast’s home security and control offerings.  On June 30, 2015, the Company received a fully executed copy of an Amendment No. 1 to SOW#3 (“ Amendment#1 ”), which provides for the Company to perform certain consulting Services for Comcast in the preparation of providing additional support services for certain third party devices used in connection with Comcast’s home security and control offerings.

The foregoing descriptions of CMF #1 and SOW#3 are qualified in their entirety by reference to the actual documents, which are attached as exhibits hereto and are incorporated by reference herein.


 
 
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Change Management Form #1 to Statement of Work #5, between Comcast and Company, dated April 17, 2015.*

10.2 Amendment No. 1 to Statement of Work #3, between Comcast and Company, effective as of June 2, 2015.*

*Portions of the Exhibit have been omitted pursuant to a request for confidential treatment.



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: July 2, 2015

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

 
- 2 -
EXHIBIT 10.1
 
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”

Change Management Form #1 to Statement of Work #5

Statements of Work (“SOW”):
Support.com, Inc. (“Vendor”) Xfinity Home Special Project Number 2, SOW #5 dated March 18, 2015 (“SOW #5”), under Master Services Handling Agreement dated October 1, 2013.
PCR No.:
Originator:   Joy Park
Date: April 17, 2015
Department: NCO
Phone #: [***]
Title: Vice President
Locations Impacted: Work From Home Agents
Requested Implementation Date: April 17, 2015
Estimated Hours: (LOE)
X Billable          o Non-Billable
Billing Rate/Hour: See below
Fixed Fee Cost (if applicable) – N/A
Type of Change: Comcast and Vendor agree to revise SOW #5 as set forth below.  Unless specifically provided in this Change Management Form, all other terms of SOW #5 remain unchanged.
Scope of Change:
T Minor (Anything within current contract)
o Major (may require contract amendment)
MUST BE REVIEWED BY Business and/or P&L Owner
Area(s) of Change
     Accounting/Payroll
    Network
    Data Processing
    Resource Planning
    General Facilities
    Quality Assurance
    Human Resources
    Telecom
    IT/BI
    Training
    Operations
    Recruiting
    Other: Forecasts

The parties for good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree to amend SOW #5 as follows:

1.  
Section 6.1 titled “Forecasts” is hereby deleted in its entirety and is replaced with the following:
 
6.1             Forecasts.   Comcast will prepare forecasts as set forth below.  Productive Hours shall mean the total number of hours spent by Vendor’s personnel assigned to provide the Services in talk time, hold time, available time, and wrap up time.  Unless otherwise agreed to by the parties, each forecast will include the Productive Hours Vendor will be required to deliver during the Hours of Operation specified below, using an estimated average handle time (“ AHT ”) of [***] minutes and number of full time equivalent personnel (“ FTE ”) to fulfill the Productive Hours ( “ Forecast ”).  The parties may work together to revise a planning model for staffing FTE, AHT and other assumptions that support the delivery of Productive Hours (the “ Staffing Plan ”).  Initially, the Staffing Plan shall be as set forth in the table below, with Vendor delivering not less than the minimum number of billable hours specified for each weekly period during the Hours of Operation specified below, subject to the maximum number of billable hours specified for each such weekly period.  Any changes to the Staffing Plan will be mutually agreed to in writing (including e-mail) referencing this document.

 
Week
Date
Minimum Productive Hours
Maximum Productive Hours
Hours of Operation
1
6-Apr
[***]
[***]
[***]
2
13-Apr
[***]
[***]
[***]
3
20-Apr
[***]
[***]
[***]
4
27-Apr
[***]
[***]
[***]
5
4-May
[***]
[***]
[***]
6
11-May
[***]
[***]
[***]
7
18-May
[***]
[***]
[***]
8
25-May
[***]
[***]
[***]
9
1-May
[***]
[***]
[***]
10
8-Jun
[***]
[***]
[***]
11
15-Jun
[***]
[***]
[***]
12
22-Jun
[***]
[***]
[***]
13
29-Jun
[***]
[***]
[***]
14
6-Jul
[***]
[***]
[***]
15
13-Jul
[***]
[***]
[***]
16
20-Jul
[***]
[***]
[***]

Comcast Authorization
Comcast Representative’s Signature               /s/ Joy Park


Print Name Joy Park                                           Date 6/30/15


Support.com Authorization
Support.com Representative’s Signature     /s/ Roop K. Lakkaraju


Print Name Roop K. Lakkaraju                        Date 5/5/15

 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***
EXHIBIT 10.2
 
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”
 
Amendment No. 1
to
Statement of Work #3 Xfinity Home Remote Support
between
Comcast Cable Communications Management, LLC.
and
Support.com, Inc.

This Amendment No. 1 (“ Amendment #1 ”) having an effective date of June 2, 2015 (the “ Amendment #1 Effective Date ”) amends Statement of Work #3 Xfinity Home Remote Support (“ SOW#3 ”) of the Master Service Agreement Call Handling Services (the “ MSA ”) dated October 1, 2013 between Comcast Cable Communications Management, LLC. on behalf of itself and its operating subsidiaries and affiliates (“ Comcast ”) and Support.com, Inc. (“ Vendor ”).  All capitalized terms not defined herein will have the meanings ascribed to them in the MSA and SOW#3 as applicable.

WHEREAS, the parties desire to amend the Services set forth in SOW#3 to include technical support to be provided by Vendor for certain third party devices in connection with Comcast’s Xfinity Home products, services and applications (as described further herein, the “ Device Services ”) and to have vendor perform certain Consulting Services (as defined below).

NOW THEREFORE, the parties, for good and valuable consideration, the receipt of which is hereby acknowledged, agree to amend SOW#3 as of the Amendment #1 Effective Date, as follows:

A.   Consulting Services.   Vendor will utilize subject matter experts to perform market research and development of training guides for customer support delivery (“ Training Guides ”) covering connectivity and troubleshooting of “Works with Xfinity Devices” (collectively, the “ Consulting Services ”).  Works with Xfinity Devices are third party devices that interoperate with Comcast’s XH mobile application and currently [***].  Vendor will bill for the Consulting Services at a rate of $[***].  Billing for Consulting Services and mutually approved training will occur on a weekly basis, payable as per the terms and conditions of the MSA.  In no event will Vendor bill for more than $[***] of Consulting Services under this Amendment #1.  In the event the parties desire to have Vendor bill for more than $[***] of Consulting Services or add additional Works with Xfinity Devices to the Training Guides, the parties will enter into a mutually agreed upon Change Management Form.

The Training Guides will be delivered to Comcast promptly upon completion and must be approved by Comcast in Comcast’s commercially reasonable discretion.  If the Training Guides are not so approved, Vendor will revise the Training Guides at no additional cost to Comcast.

B.   Device Services.   The scope of Services set forth in SOW#3 is hereby amended to include the scope of Device Services described in this Amendment #1.  Notwithstanding anything in SOW#3 to the contrary, the provisions of SOW#3 shall apply to the Device Services to the extent modified by this Amendment #1.  Nothing in this Amendment #1 shall be deemed to modify the provisions of SOW#3 with respect to any other Services provided thereunder.

C.   Training.   That parties agree that all mutually agreed upon training programs provided in connection with the Services described in this Amendment #1 will be billed at the “Training Hourly Rate” set forth in Section 8.3 of SOW#3.

D.   Service Levels.   The parties agree that the “AHT Target” as set forth in Exhibit A of SOW#3 shall not apply to the Services described in this Amendment #1.

E.   Amended Provisions.   For purposes of the Device Services, the provisions of Section 1.1 of SOW#3 are amended as follows:

1.1   Scope of Device Services .  Services under this SOW#3 shall include Vendor’s CSRs providing the following outbound customer services:

a.   Support for connecting and troubleshooting connecting the Works with Xfinity Devices to the Xfinity Home (“ XH ”) mobile application (“ XH Mobile App ”), including support for any additional Works with Xfinity Devices added by Comcast from time to time;
b.   Troubleshooting and describing any functionality supported by the XH Mobile App;
c.   Basic customer education about the Works with Xfinity Devices; and
d.   Call transfers to third party partners specified by Comcast for the Works with Xfinity Devices included in the Device Services for installation, activation and troubleshooting.

F.   Remaining Provisions.   The parties acknowledge that, upon completion of the Consulting Services, additional provisions of SOW#3 will need to be amended with respect to the Device Services.  The parties agree to negotiate in good faith an amendment to those provisions.  For the avoidance of doubt, the remaining provisions to be further amended include, Sections 5.0 (“Training”); 6.0 (“Hours and Staffing”), 9.0 (“Service Levels”); and 11.0 (“Reporting”).

G.   Effect of Amendment. Each party represents to the other that the person signing on its behalf has the legal right and authority to enter into the commitments and obligations set forth herein.

Except as expressly modified by this Amendment #1, the MSA and SOW#3 shall remain in full force and effect and to the extent of any conflict between this Amendment #1 and the MSA and SOW#3 (prior to being amended by this Amendment #1), this Amendment #1 shall control.

IN WITNESS WHEREOF , the parties have caused this Amendment #1 to be executed by their duly authorized representative as of the Amendment #1 Effective Date.


COMCAST CABLE COMMUNICATIONS                                                  SUPPORT.COM, INC.
MANAGEMENT, LLC

By:   /S/ Joy Park                                                                                                   By:   /s/ Roop K. Lakkaraju                                                                 

Print Name:   Joy Park                                                                                          Print Name:   Roop K. Lakkaraju

Title:   VP                                                                                                               Title:   EVP. COO & CFO                                                                 

Date:   6/30/15                                                                                                       Date:   6/29/15  


*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***