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 2 , 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 ”), attached to which are: (i) Statement of Work #1, effective October 1, 2013 (“ SOW#1 ”), covering the Company’s provision of certain sales and customer support services to customers of Comcast’s high speed Internet and wireless gateway offerings; and (ii) Statement of Work #3, effective March 21, 2014 (“ SOW#3 ”), covering the Company’s provision of certain sales and customer support services for Comcast’s home security and control offerings to actual and prospective Comcast customers.   The foregoing descriptions and references to the Agreement, SOW#1 and SOW#3 are qualified in their entirety by reference to the previously disclosed documents, which are incorporated by reference herein.

On June 2, 2016, the Company received fully executed copies of change management forms (“ CMFs ”) entitled:  (i) “Change Management Form Number 8 to SOW #1” (“ SOW#1 CMF ”), and “Change Management Form Number 8 to SOW #3” (“ SOW#3 CMF ”), between the Company and Comcast, each of which provide for a limited duration program under which Company would receive additional fees for referring customers that purchase, install and connect certain products and features of Comcast’s home security and control offerings.

The foregoing descriptions and references to the Agreement, SOW#1 CMF and SOW#3 CMF 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 Number 8 to SOW #1 between Comcast and Company, signed June 2, 2016.*

10.2 Change Management Form Number 8 to SOW #3 between Comcast and Company, signed June 2, 2016.*

*Portions of the Exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule   24b-2   of the Securities Exchange Act of 1934, as amended.



 
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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 7, 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
 
Change Management Form #8 to Statement of Work #1, between Comcast and Company, signed June 2, 2016.*
10.2
 
Change Management Form #8 to Statement of Work #3, between Comcast and Company, signed June 2, 2016.*
*Portions of the Exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule   24b-2   of the Securities Exchange Act of 1934, as amended.

 
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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 #8
TO STATEMENT OF WORK #1
Statements of Work (“SOW”):
Support.com, Inc. (“Vendor”) Wireless Gateway, SOW #1 dated October 1, 2015 (“SOW #1”)
PCR No.:
Originator:   Joy Park
Date: May 24, 2016
Department: NCO
Phone #: [***]
Title: Vice President
Locations Impacted: Work At Home Locations
Requested Implementation Date: May 27, 2016
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 that the purpose of this change management form (“CMF”) is for an incentive as set forth in more detail below.  Unless specifically provided in this CMF, all other terms of SOW #1 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
   o Accounting/Payroll
   o Network
   o Data Processing
   o Resource Planning
   o General Facilities
   o Quality Assurance
   o Human Resources
   o Telecom
   o IT/BI
   o Training
   o Operations
   o Recruiting
   T Other:  Incentive

Effective [***] (“Term”), the parties for good and valuable consideration, the receipt of which is hereby acknowledged, shall conduct a pilot with [***] FTEs who currently provide support under SOW #1 (“Pilot”).  Under this Pilot, Vendor shall invoice Comcast [***] for each Vendor CSR who pitched an XH product to and transferred the Customer to a Comcast designated third party vendor and [***] for that same Vendor CSR’s supervisor.  For clarification, only the pitches and transfers that resulted in an installation of a new XH product on the Customer’s account will quality for this incentive.  Comcast shall have the right to terminate this Pilot at any time and for any reason.

Comcast Authorization
Comcast Representative’s Signature  _____________ _/s/ Joy Park _____________________________________________

Print Name ________Joy Park _________________________ Date ___________06/02/2016__________________________

Support.com Authorization
Support.com Representative’s Signature ____________/s/ Michelle Johnson_____________________________________

Print Name _______ Michelle Johnson__________________ Date ___________05/29/2016__________________________
 
 

*** 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 “[***].”
 
 
 
CHANGE MANAGEMENT FORM #8
TO STATEMENT OF WORK #3
Program: Support.com, XH Remote Support Program SOW #3 (“SOW #3) dated March 21, 2014
PCR No.:
Originator:   Joy Park
Date: May 24, 2016
Department: NCO
Phone #: [***]
Title: Vice President
Locations Impacted:   Work at Home Locations
Requested Implementation Date: February 10, 2016
Estimated Hours: (LOE)
x   Billable         o Non-Billable
Billing Rate/Hour: See below
Fixed Fee Cost (if applicable)   N/A
Type of Change:   Incentive Program
Scope of Change:
X Minor (Anything within current contract)
o Major (may require contract amendment)
MUST BE REVIEWED BY Business and/or P&L Owner
Reason for Change:   Comcast and Support.com agree that the purpose of this change management form (“CMF”) is for an incentive program as set forth in more detail below.  Unless specifically provided in this CMF, all other terms of SOW #3 remain unchanged.
Area(s) of Change
   o Accounting/Payroll
   o Network
   o Data Processing
   o Resource Planning
   o General Facilities
   o Quality Assurance
   o Human Resources
   o Telecom
   o IT/BI
   o Training
   o Operations
   o Recruiting
  × Other:  Incentive Program

Effective [***] (“CMF Term”), Vendor shall invoice Comcast [***] per install of the XH camera product that supports the 24/7 recording feature and [***] per Connect of the 24/7 recording feature for a Comcast XH customer.  “Connect” for purposes of this CMF is defined as a Vendor CSR entering a work order for the 24/7 recording feature into the Comcast biller and activating the 24/7 recording feature on a Comcast XH customer’s account as requested by the Comcast XH customer.

Comcast Authorization
Comcast Representative’s Signature _____________ _/s/ Joy Park ____________________________________________

Print Name ________Joy Park__________________________ Date ___________06/02/2016________________________

Support.com Authorization
Support.com Representative’s Signature ____________/s/ Michelle Johnson____________________________________
Print Name _______ Michelle Johnson___________________ Date ___________05/29/2016________________________
 
 
 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***