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
 
May 23, 2016
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. (the “ Company ”) and Comcast Cable Communications Management, LLC (“ Comcast ”) entered into a Master Services Agreement, Call Handling Services, effective October 1, 2013 (the “ Agreement ”) covering the Company’s provision of certain sales and customer support services for Comcast’s actual and prospective customers.   The foregoing descriptions and references to the MSA are qualified in their entirety by reference to the previously disclosed document, which is incorporated by reference herein.

On May 23, 2016, the Company and Comcast entered into an “Amendment to Master Services Agreement Call Handling Services” (the “ Amendment ”) which modifies the section of the Agreement that provides for conducting background checks upon the initial hiring of the technical support agents that deliver services for Comcast’s home security and control offering customers.  The Amendment provides for additional background checks to be performed for such technical support agents, on an annual basis, for as long as they are providing such services for Comcast.

The foregoing description and references to the Amendment are qualified in their entirety by reference to the actual document, which is attached as an exhibit hereto and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment to Master Services Agreement Call Handling Services, between Comcast and Company, signed May 23, 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: May 26, 2016

 
SUPPORT.COM, INC.
 
       
 
By:
/s/ Michelle Johnson
 
 
Name:
Michelle Johnson
 
 
Title:
VP, General Counsel & Secretary
 
 
 
 
 
 


 
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EXHIBIT INDEX

Exhibit Number
 
Description
 
     
10.1
 
Amendment to Master Services Agreement Call Handling Services, signed May 23, 2016.
     

 
- 4 -
EXHIBIT 10.1
 
Amendment to
Master Services Agreement
Call Handling Services
 

 
 
THIS AMENDMENT (“Amendment”) is made effective as of this 22  day of November, 2015 (the “Amendment Effective Date”) by and between Comcast Cable Communications Management, LLC, a Delaware limited liability company, with offices at 1701 JFK Boulevard, Philadelphia, PA 19103-2838 ("Comcast") and Support.com, with offices at 900 Chesapeake Drive, 2 nd Floor, Redwood City, CA 94063 ("Vendor").  This Amendment amends and modifies the Master Services Agreement – Call Handling Services dated October 1, 2013 (the “Agreement”).  Capitalized terms used by not defined herein shall be given their meanings in the SOW or Agreement.

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

With respect to all Vendor personnel providing any Services for Comcast’s Xfinity Home (“XH”) service under any SOW, Vendor agrees that the Background Check, described in Section 4.9 of the Agreement, shall be performed prior to the date such personnel provide the Services and annually on or about the anniversary of such date.   Vendor shall not assign personnel to provide XH Services hereunder if the results of any of the Background Checks performed, or Vendor’s actual knowledge, indicate that such personnel may pose a threat to Comcast’s property, employees, subscribers, subscribers’ property or Confidential Information or such personnel would be otherwise unsuitable for assignment.  Vendor shall maintain a list of all Vendor personnel who provide XH Services and such list shall include the Background Check status and date of last Background Check for each Vendor personnel.  This detailed list shall be made available to Comcast for review upon request.  In addition, Vendor shall provide Comcast with an annual letter of attestation stating that Vendor is in full compliance with Background Check criteria set forth herein.

Except as expressly modified by this Amendment, the Agreement remains in full force and effect.  To the extent there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall govern.
 
 
IN WITNESS WHEREOF , the parties have caused this Amendment to be effective as of the Amendment Effective Date.
 
COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC
SUPPORT.COM, INC.
 
BY:        /s/ Jennifer Yohe Wagner
BY:         /s/ Roop K. Lakkaraju
   
NAME:    Jennifer Yohe Wagner
NAME:    Roop K. Lakkaraju
   
TITLE:   Senior Vice President Procurement
TITLE:   EVP, CFO & COO
   
DATE:   5/12/2016
DATE:      5/23/2016