UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2014
usell.com, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50494 | 98-0412432 |
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
33 East 33rd Street, Suite 1101 New York, New York |
10016 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 213-6805
Former Address: N/A
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2014, the executive management and Board of Directors (“Board”) of usell.com, Inc. (the “Company”) effected a number of changes to its management team and Board:
| · | Mr. Daniel Brauser was appointed as Executive Chairman; |
| · | Mr. Nikhil Raman was appointed as Chief Executive Officer (to replace Mr. Brauser); and |
| · | Mr. Michael Brauser resigned as Chairman of the Board and as a director. |
Additionally, on November 4, 2014, Brett Cravatt resigned as a director.
Biographical Information
Mr. Raman was appointed as our Chief Operating Officer on January 27, 2012 and a director on April 24, 2012. After graduating from Harvard Business School, Mr. Raman founded and served as Manager of Ft. Knox Recycling, LLC doing business as EcoSquid. Mr. Raman also served as Chief Executive Officer of EcoSquid from its founding through its acquisition by the Company in April 2012. From 2008 until 2010, Mr. Raman attended Harvard Business School.
Since 2008, Mr. Brauser has served in many executive positions with the Company including Chief Executive Officer, President and Chief Financial Officer.
Messrs. Raman’s and Daniel Brauser’s compensation is disclosed in the Company’s Form 10-K filed on March 28, 2014 under the section titled “Executive Compensation” and such disclosure is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 6, 2014, in connection with Mr. Daniel Brauser’s appointment as Executive Chairman, the Company amended its bylaws to provide for such position, and make the duties equal to those of the Chief Executive Officer, and require the President, if any, to report to both the Executive Chairman and the Chief Executive Officer. The Bylaw Amendment is attached as exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits.
| Exhibit No. | Exhibit |
| 3.1 | Bylaws Amendment |
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.
| USELL.COM, INC. | |||
| Date: November 7, 2014 | By: | /s/ Nikhil Raman | |
| Name: | Nikhil Raman | ||
| Title: | Chief Executive Officer | ||
Exhibit 3.1
uSell.com, Inc.
Amendment to the Second Amended and Restated Bylaws
The following amendment was adopted by the Board of Directors on November 6, 2014.
“ Article III. Officers. Section 2. Duties . ” of the Second Amended and Restated Bylaws is amended to read in its entirety as follows:
The officers of this Corporation shall have and perform the powers and duties usually pertaining to their respective offices, the powers and duties prescribed by these bylaws, any additional powers and duties as may from time to time be prescribed by the Board of Directors and such other duties as delegated by the chief executive officer and/or the executive chairman, including the following:
The executive chairman shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors. The executive chairman shall have equal authority in all of the foregoing with the chief executive officer. The executive chairman shall also act as chairman of the Board of Directors and shall preside at all meetings of the shareholders and the Board of Directors.
The chief executive officer shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors. The chief executive officer shall have equal authority in all of the foregoing with the executive chairman.
The president shall perform such duties as are conferred upon him by the chief executive officer of the Corporation, shall act whenever both the chief executive officer and the executive chairman shall be unavailable, and shall perform such other duties as may be prescribed by the Board of Directors.
The chief operating officer is responsible for the day-to-day activities of the Corporation and for the development, design, operation and improvement of its operations and shall perform such other duties as may be prescribed by the Board of Directors.
The chief financial officer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation and be primarily responsible for all filings with the Securities and Exchange Commission. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors.
The secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and whenever else required by the Board of Directors or the president, and shall perform such other duties as may be prescribed by the Board of Directors.
The treasurer shall be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depositary to be designated by the Board of Directors and shall keep this bank account in the name of the Corporation.