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
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Date of Report (Date of earliest event reported):
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March 17, 2016
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Integrity Applications, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-54785
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98-0668934
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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19 Ha'Yahalomim St. P.O. Box 12163, Ashdod, Israel
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7760049
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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972 (8) 675-7878
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
Appointment of Directors; Establishment of Nominating and Corporate Governance Committee
On March 17, 2016, the Board of Directors (the “Board”) of Integrity Applications, Inc. (the “Company”) approved an increase in the size of the Board from four directors to five directors and appointed Leslie Seff and Angela Strand to serve as directors of the Company to fill the vacancies created by the resignation of Zvi Cohen and by the increase in the size of the Board, effective upon their acceptance of such appointments. Mr. Seff and Ms. Strand accepted their appointments effective March 23, 2016.
On March 17, 2016, the Board established a Nominating and Corporate Governance Committee of the Board and appointed each of Angela Strand, Dr. Robert Fischell and Leslie Seff to serve as members of the committee (in the case of Ms. Strand and Mr. Seff, effective upon the commencement of their service on the Board). Ms. Strand will serve as chairperson of the committee.
There are no arrangements or understandings between either of Mr. Seff or Ms. Strand and any other person pursuant to which Mr. Seff and Ms. Strand were selected as directors and there are no relationships between either Mr. Seff or Ms. Strand and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934.
The Company entered into letter agreements with each of Mr. Seff and Ms. Strand establishing their compensation as described below under “Non-Executive Director Compensation”. The foregoing description of the letter agreements between the Company and each of Mr. Seff and Ms. Strand are qualified in their entirety by reference to the full text of the letter agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Non-Executive Director Compensation
On March 17, 2016, the Board approved the following compensation for all non-employee directors serving on the Board:
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an annual cash payment in the amount of $15,000, payable in four equal quarterly installments of $3,750 each on the last day of each calendar quarter commencing with the second quarter of 2016, subject to the director’s continued service as of each such date;
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an annual cash payment to the chairperson of the Nominating and Corporate Governance Committee in the amount of $10,000, payable in four equal quarterly installments of $2,500 each, on the last day of each calendar quarter commencing with the second quarter of 2016, subject to the chairperson’s continued service as of each such date.
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In addition, on March 17, 2016, the Board approved a one-time grant of options to each of Dr. Fischell and, effective upon the commencement of their service on the Board, Mr. Seff and Ms. Strand, to purchase up to an aggregate of 26,666 shares of the Company’s Common Stock, at an exercise price of $4.50 per share, under and pursuant to the Company’s 2010 Incentive Compensation Plan (the “
Plan
”). Each director’s option grant will vest in eight equal quarterly increments of 3,333.25 each (subject to the director’s continued service as of each such date) commencing with the second quarter of 2016.
Amendment of 2010 Incentive Compensation Plan
On March 17, 2016, the Board approved an amendment to the Plan to increase the number of shares of the Company’s Common Stock reserved for issuance under the Plan from 529,555 shares to 1,000,000 shares. The foregoing description of Amendment No. 1 to the Plan is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Letter agreement between Integrity Applications, Inc. and Leslie Seff
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10.2
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Letter agreement between Integrity Applications, Inc. and Angela Strand
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10.3
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Amendment No. 1 to Integrity Applications, Inc. 2010 Incentive Compensation Plan
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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: March 23, 2016
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INTEGRITY APPLICATIONS, INC.
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By:
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/s/ Avner Gal
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Name: Avner Gal
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Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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10.1
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Letter agreement between Integrity Applications, Inc. and Leslie Seff
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10.2
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Letter agreement between Integrity Applications, Inc. and Angela Strand
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10.3
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Amendment No. 1 to Integrity Applications, Inc. 2010 Incentive Compensation Plan
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5
Exhibit 10.1
March 22, 2016
Leslie Seff
PO Box 59, 40 Hellbrook Lane
Ulster Park, NY 12487
Dear Mr. Seff,
On behalf of Integrity Applications, Inc., a Delaware corporation (the “
Company
”), I am pleased to invite you to join the Board of Directors of the Company (the “
Board
”) as a director and a member of the Nominating and Corporate Governance Committee of the Board.
As a member of the Board, you will be entitled to compensation under the Board’s recently approved compensation package for non-employee directors, consisting of: (a) an annual cash fee in the amount of $15,000, payable in four equal quarterly installments of $3,750 each on the last day of each calendar quarter commencing with the second quarter of 2016, subject to your continued service as of each such date; and (b) a grant of a one-time award of options to purchase up to an aggregate of 26,666 shares of the Company’s common stock, par value $0.001 per share, at an exercise price of $4.50 per share, under and pursuant to the Company’s 2010 Incentive Compensation Plan, which options shall vest in eight equal quarterly installments of 3,333.25 each, subject to your continued service as of each such date, commencing with the second quarter of 2016. You will also be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with your service on the Board, in accordance with the Company’s reimbursement policies, which the Company may amend from time to time. In addition, as a member of the Board, you will be added to the Company’s Director and Officer Liability Policy. A copy of such policy is available for your review upon request.
The Board has already approved your appointment. If you agree to serve on the Board, your term as a director will commence on the date on which you communicate such acceptance (or such later date indicated in such acceptance). Your initial term of office will continue until the 2016 Annual Meeting of Stockholders. At such time you will be eligible to be nominated for election to an additional 1-year term. If you are not re-elected, your term of office will expire at the 2016 Annual Meeting and when your successor is elected and qualified.
This letter sets forth the entire compensation you will receive for your service on the Board. Nothing in this letter should be construed as an offer of employment. If the foregoing terms are agreeable, please indicate your acceptance by signing the letter in the space provided below and returning this letter to the Company.
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Sincerely,
Integrity Applications, Inc.
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By:
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/s/ Avner Gal
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Name: Avner Gal
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Title: Chief Executive Officer
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Accepted as of March 23, 2016 by:
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/s/
Leslie Seff
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Leslie Seff
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March 22, 2016
Angela Strand
419 NW Albemarle Terrace
Portland, OR 97210
Dear Ms. Strand,
On behalf of Integrity Applications, Inc., a Delaware corporation (the “
Company
”), I am pleased to invite you to join the Board of Directors of the Company (the “
Board
”) as a non-executive independent director and the chairperson of the Nominating and Corporate Governance Committee of the Board.
As a member of the Board, you will be entitled to compensation under the Board’s recently approved compensation package for non-employee directors, consisting of: (a) an annual cash fee in the amount of $15,000, payable in four equal quarterly installments of $3,750 each on the last day of each calendar quarter commencing with the second quarter of 2016, subject to your continued service as of each such date; (b) an additional annual cash payment in the amount of $10,000 for your service as the chairperson of the Nominating and Corporate Governance Committee, payable in four equal quarterly installments of $2,500 each on the last day of each calendar quarter commencing with the second quarter of 2016, subject to your continued service as of each such date; and (c) a grant of a one-time award of options to purchase up to an aggregate of 26,666 shares of the Company’s common stock, par value $0.001 per share, at an exercise price of $4.50 per share, under and pursuant to the Company’s 2010 Incentive Compensation Plan, which options shall vest in eight equal quarterly installments of 3,333.25 each, subject to your continued service as of each such date, commencing with the second quarter of 2016. You will also be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with your service on the Board, in accordance with the Company’s reimbursement policies, which the Company may amend from time to time. In addition, as a member of the Board, you will be added to the Company’s Director and Officer Liability Policy. A copy of such policy is available for your review upon request.
The Board has already approved your appointment. If you agree to serve on the Board, your term as a director will commence on the date on which you communicate such acceptance (or such later date indicated in such acceptance). Your initial term of office will continue until the 2016 Annual Meeting of Stockholders. At such time you will be eligible to be nominated for election to an additional 1-year term. If you are not re-elected, your term of office will expire at the 2016 Annual Meeting and when your successor is elected and qualified.
This letter sets forth the entire compensation you will receive for your service on the Board. Nothing in this letter should be construed as an offer of employment. If the foregoing terms are agreeable, please indicate your acceptance by signing the letter in the space provided below and returning this letter to the Company.
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Sincerely,
Integrity Applications, Inc.
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By:
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/s/ Avner Gal
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Name: Avner Gal
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Title: Chief Executive Officer
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Accepted as of March 23, 2016 by:
AMENDMENT NO. 1
TO THE
INTEGRITY APPLICATIONS, INC.
2010 INCENTIVE COMPENSATION PLAN
WHEREAS
, Integrity Applications, Inc., a Delaware corporation (the “
Company
”), adopted the Integrity Applications, Inc. 2010 Incentive Compensation Plan (the “
Plan
”), which was approved by the Company’s shareholders on July 22, 2010 at the Company’s 2010 Annual Meeting of Shareholders;
WHEREAS
, capitalized terms used herein and not herein defined shall have the respective meanings ascribed thereto in the Plan;
WHEREAS
, the Company desires to amend the Plan to increase the number of Shares reserved for delivery under the Plan to 1,000,000 Shares (as such number of Shares may be adjusted from time to time in accordance with the provisions of the Plan), resulting in 1,000,000 Shares being available for delivery under the Plan, effective March 17, 2016;
WHEREAS
, the Company does not intend that this Amendment will increase (i) the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options, or (ii) the per-person Award limits under Section 5 of the Plan.
NOW THEREFORE
, the Plan is hereby amended, effective as of March 17, 2016, as follows:
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1.
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Section 4(a) of the Plan is hereby amended and restated in its entirety, as follows:
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Limitation on Overall Number of Shares Available for Delivery Under Plan
. Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 1,000,000. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.”
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2.
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Section 4(c)(v) of the Plan is hereby amended and restated in its entirety, as follows:
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“Notwithstanding anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c) hereof, the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall be the number of S
hares authorized for issuance under the Plan pursuant to Section 4(a) prior to the amendment to Section 4(a) of the Plan, effective March 17, 2016, which increased the number of Shares authorized for issuance under the Plan. Thus, for the avoidance of do
ubt, the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall be 529,555 Shares.”
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3.
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Section 5 of the Plan is hereby amended and restated in its entirety, as follows:
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Eligibility; Per-Person Award Limitations
. Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted (i) Options or Stock Appreciation Rights with respect to more than 60% of the Shares authorized for issuance under the Plan pursuant to Section
0 prior to the amendment to Section 4(a) of the Plan, effective March 17, 2016, which increased the number of Shares authorized for issuance under the Plan, or (ii) Restricted Stock, Deferred Stock, Performance Shares and/or Other Stock-Based Awards with respect to more than 25% of the Shares authorized for issuance under the Plan pursuant to Section
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prior to the amendment to Section 4(a) of the Plan, effective March 17, 2016, which increased the number of Shares authorized for issuance under the Plan. In addition, the maximum dollar value payable to any one Participant with respect to Performance Units is (x) $100,000 with respect to any 12 month Performance Period (pro-rated for any Performance Period that is less than 12 months based upon the ratio of the number of days in the Performance Period as compared to 365), and (y) with respect to any Performance Period that is more than 12 months, $200,000.”
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4.
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Except as amended herein, all other provisions of the Plan remain unchanged and in full force and effect.
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IN WITNESS WHEREOF
, the Company has caused the Plan to be amended as set forth herein as of March 17, 2016.
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Integrity Applications, Inc.
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By:
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/s/ Avner Gal
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Name: Avner Gal
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Title: Chief Executive Officer
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