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): August 6, 2018

 

PARETEUM CORPORATION

(Exact name of registrant as specified in Charter)

 

Delaware 001-35360 95-4557538
(State or other jurisdiction of
incorporation) 		(Commission File Number) (IRS Employer
Identification No.)

 

1185 Avenue of the Americas, 37 th Floor

New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 984-1096

 

 

(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 (see General Instruction A.2. below:

 

¨    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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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  

 

On August 6, 2018, Pareteum Corporation (the “Company”) entered into an Increased Independent Director Duties & Fee Proposal Agreement (the “Agreement”) between the Company and Mr. Yves van Sante, an independent director of the Company. The Agreement provides for certain compensation to be paid to Mr. van Sante, including the following: 

 

- $105,000 to be paid to Mr. van Sante in consideration of his current duties and annual remuneration;
- $75,000 to be paid to Mr. van Sante in consideration of his performance of additional duties relating to Pareteum’s forecasted future global operations in Asia and Europe; and
- $120,000 to be paid to Mr. van Sante in common stock of the Company, having a par value of $0.00001 per share, as a one-off extraordinary service bonus award in consideration of extraordinary service to the Company during 2017 and 2018.

 

A copy of the Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibits.

 

 

 

  

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.

 

Dated: August 10, 2018 PARETEUM CORPORATION
       
  By:   /s/ Edward O’Donnell  
  Name: Edward O’Donnell
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 10.1

 

 

Mr. Yves van Sante
Independent Director

 

By Email Only

 

August 6, 2018

 

 

 

Dear Yves,

 

Re: Increased Independent Director Duties & Fee Proposal 2018

 

I am writing further to our recent discussions in relation to your undertaking additional Independent Director duties. As you know, we are rapidly growing, and in the process of establishing and acquiring major new business units, which include the incorporation of our Pareteum Asia business, the recruitment of a dedicated Asia-Pacific Chief Executive Officer, as well as greatly expanding the scope of our operations in Europe, not least through the recently announced acquisition of Artilium plc, and the engagement of a local European Chief Executive Officer.

 

As part of this expansion, I think it will be increasingly important to have independent, non-executive, Board member oversight of these operations to ensure business is conducted to our expected high standards.

 

Accordingly, I set out below your existing compensation arrangements, and wish to make additional proposals for your remuneration arrangements, which take into account recognition for your past performance, including your instrumental role in facilitating the Artilium acquisition, as well as recognising that as we grow and expand geographically, greater demands will be made of you in your capacity as independent director.

   

Current Duties and Annual Remuneration  
   
Basic annual Independent Director fee: $80,000
   
Chairman of N&CG Committee fee: $5,000
   
Multiple Committee fee: $20,000
   
  $105,000

 

These fees which are typically paid quarterly in arrears in a combination of cash and shares, at your elected ratio, will remain in place unaffected. In addition, I propose the following additional remuneration components:

 

 

Additional Duties and Annual Remuneration  
   
Pareteum Asia – Non-Exec. Directorship fee: $25,000 (effective 15 th August 2018)
   
Pareteum Europe – Non-Exec. Directorship fee $25,000 (effective 1 st August 2018)
   
Artilium plc – Non-Exec. Directorship fee $25,000 (effective 1 st October 2018)
   
  $75,000

 

These additional annual fees will also be paid quarterly in arrears in cash or shares or a combination, at your election, as normal, which we understand for 2018 is 50% cash and 50% shares.

 

 

Pareteum Corporation | 1185 Avenue of the Americas 37th FL New York, NY 10036 | +1 (646) 810-2182
NYSE American: TEUM | www.Pareteum.com

 

 

 

Lastly, it is my intention to recognise your outstanding Independent Director performance for your contribution to the business in 2017 generally, and in connection with the Artilium acquisition in particular.

 

I therefore also propose a one-off 2017 and 2018 combined extraordinary Board service bonus award of $120,000, which will be paid as requested in common shares next quarter.

 

Please note that this proposal replaces and supersedes entirely any and all prior arrangements, agreements and understandings in connection with your services to Pareteum, whether for Board fees or other matters, and you agree below to waive any such rights.

 

I hope the above is well received, and that you will indicate your agreement by signing below where indicated.

 

Thank you, again, Yves, for your valuable contribution to our Board.

 

Yours sincerely,

 

 

 

/s/ Robert ‘Hal’ Turner          

Robert ‘Hal’ Turner

Executive Chairman & Principal Executive Officer

Pareteum Corporation

 

 

Acknowledged and agreed:

 

 

 

/s/ Yves van Sante             

Yves van Sante

Independent Director

Pareteum Corporation

 

March 1, 2018 Albatross plc 2