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

July 24, 2017
Date of report (Date of earliest event reported)

SUPPORT.COM, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
000-30901
94-3282005
 (State or Other Jurisdiction of Incorporation)
 (Commission File No.)
 (I.R.S. Employer Identification No.)

1200 Crossman Ave., Suite 210, Sunnyvale, CA 94089
(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
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 Agreement are qualified in their entirety by reference to the previously disclosed document, which is incorporated by reference herein.

On July 24, 2017, the Company and Comcast entered into “Amendment #3 to Master Services Agreement Call Handling Services” (the “ Amendment ”) which provides for the Company, as a vendor providing services on behalf of Comcast, to comply with Comcast’s customer approval policies, procedures and technical requirements for obtaining consent from customers for any changes to products, services or rates on such customer’s accounts with Comcast.  This Amendment would require the Company to assure that its technical support agents that deliver services for Comcast’s customers complete specific training and adhere to certain procedures required by Comcast, and for the Company to periodically confirm such compliance by completing a certification attached to the Amendment as an Exhibit.

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 #3 to Master Services Agreement Call Handling Services , between Comcast and Company, entered into July 24, 2017.
 
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 27, 2017

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

Exhibit Number
 
Description
     
 
Amendment #3 to Master Services Agreement Call Handling Services, entered into July 24, 2017.
 
 
Exhibit 10.1
 
AMENDMENT #3 TO
MASTER SERVICES AGREEMENT
CALL HANDLING SERVICES

THIS AMENDMENT (the “Amendment”) to the Master Services Agreement Call Handling Services (“MSA”) dated October 1, 2013 is made effective as of this 1 st   day of  July, 2017, 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, Inc. with offices at 900 Chesapeake Drive, 2 nd Floor, Redwood City, CA 94063 ("Vendor").

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

1.
Section IV, DUTIES OF VENDOR is hereby amended by adding the following Section 4.25 as a new section:

“4.25    Customer Approval:
 
(a)  Vendor shall obtain customer approval for all changes to rates, and/or Comcast Product(s) on a customer’s account in accordance with Comcast’s customer approval policies, procedures and technical requirements (“Customer Approval Requirements”), as updated by Comcast from time to time.

(b)  Vendor shall ensure that all Vendor personnel assigned to any function supporting Comcast will receive training on Comcast’s Customer Approval Requirements and pass the corresponding assessment prior to performing the Services. Vendor shall submit the   quarterly certification attached hereto as Exhibit G “QUARTERLY TRAINING CERTIFICATION FOR THE COMCAST CUSTOMER APPROVAL PROGRAM”. All signed certifications shall be e-mailed to NCO_Contracts@comcast.com no later than the 1 st day of the monthly following the end of Comcast’s fiscal quarter.”

Except as expressly modified by this Amendment, the MSA shall remain in full force and effect.  To the extent there is a conflict between the terms of this Amendment and the terms of the MSA, the terms of theis Amendment shall govern.
 
IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first above written

COMCAST CABLE COMMUNICATIONS
MANAGEMENT, LLC
 
SUPPORT.COM, INC.
BY:
/s/ Joy Park
 
BY:
/s/ Rick Bloom
         
NAME:
Joy Park
 
NAME:
Rick Bloom
         
TITLE:
Vice President
 
TITLE:
CEO
         
DATE:
July 11, 2017
 
DATE:
2017-07-24
 
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EXHIBIT G
QUARTERLY TRAINING CERTIFICATION
FOR THE COMCAST CUSTOMER APPROVAL PROGRAM
For the period beginning on ______ and ending _____ (the “Reporting Period”)

Vendors supporting the customer care, sales, or technical operations of Comcast Cable Communications Management, LLC (“Comcast”) have certain training obligations regarding the Comcast Customer Approval Program (the “Assigned Training”).  For purposes of this certification, “Covered Workers” means:

1.
All individuals working on behalf of the Vendor, including sub-contracted individuals, as of the last day of the Reporting Period; and
2.
Assigned to any function supporting Comcast.

Accordingly, as an Authorized Officer of Vendor, I certify, after a thorough review of our records, the following about the training of our Covered Workers:

Assigned Training
Course No.1 – [COURSE TITLE]
 
Total Number of Covered Workers
   
% of Total Number of Covered Workers who completed Course No. 1
 

Assigned Training
Course No. 2 – [COURSE TITLE] [DELETE TABLE IF UNNECESSSARY]
   
Total Number of Covered Workers
 
   
% of Total Number of Covered Workers who completed Course No. 2
 

I further certify that Covered Workers added to the labor pool after the Reporting Period, or who have not successfully completed the Assigned Training, shall successfully complete the Assigned Training prior to being assigned by Vendor to any function supporting Comcast.

Executed this ____ day of ______, 201__.

 
By:
 
       
 
Name:
   
       
 
Title:
 
       
 
Vendor:
Support.com, Inc.
 
 
 
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