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 24, 2014

 

 

VASCO Data Security International, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-24389   36-4169320

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1901 South Meyers Road, Suite 210

Oakbrook Terrace, Illinois 60181

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (630) 932-8844

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 (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))

 

 

 

ITEM 1.01. Entry into a Material Definitive Agreement

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On November 24, 2014, VASCO Data Security International, Inc. (“VASCO”) and T. Kendall Hunt (the “Employee”), VASCO’s Chairman of the Board and Chief Executive Officer, entered into the Second Amendment to Amended and Restated Employment Agreement (the “Second Amendment”), which extends the term of the Amended and Restated Employment Agreement effective January 1, 2011 (the “Employment Agreement”), between VASCO and the Employee, to January 1, 2016. In all other respects, the Employment Agreement shall remain unmodified and in full force and effect. The full text of the Second Amendment is attached as Exhibit 10.1 to this report and is hereby incorporated by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibits are furnished herewith:

 

Exhibit
Number

  

Description

10.1    Second Amendment to Amended and Restated Employment Agreement, dated November 24, 2014.

SIGNATURE

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: November 25, 2014     VASCO Data Security International, Inc.
     

/s/ Clifford K. Bown

      Clifford K. Bown
      Chief Financial Officer

EXHIBIT 10.1

SECOND AMENDMENT TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT (the “ Amendment ”), dated as of November 24, 2014 (the “ Amendment Effective Date ”), amends that certain Amended and Restated Employment Agreement, effective as of January 1, 2011, as amended by the First Amendment to Amended and Restated Employment Agreement, dated as of April 23, 2014 (the “ Agreement ”), by and between VASCO Data Security International, Inc., a Delaware limited liability company (the “ Company ”), and T. Kendall Hunt (“ Employee ”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS , the Company and Employee are party to that certain Letter Agreement, dated as of February 15, 2011 (the “ Letter Agreement ”), which provides for the terms and conditions applicable to Employee’s assignment to work in Switzerland;

WHEREAS , the Assignment Term (as defined in the Letter Agreement) expires at the end of the Employment Period;

WHEREAS , the Company and Employee desire to amend the Agreement and the Letter Agreement in order to extend the term of the Employment Period and the Assignment Term, as applicable;

WHEREAS , Section 6.10 of the Agreement permits the amendment of the Agreement with the written consent of the Company and Employee; and

WHEREAS , extending the term of the Employment Period will extend the term of the Assignment Term.

NOW, THEREFORE , in consideration of the foregoing premises, the terms and conditions hereinafter set forth, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:

AGREEMENT

 

1. Section 1.1 of the Agreement is amended in its entirety to read as follows:

“Unless earlier terminated as provided in this Agreement, the term of Executive’s employment under this Agreement (the “ Employment Period ”) shall commence on the Effective Date and continue until the fifth anniversary of such date (i.e. January 1, 2016).”

 

2. In all other respects, the Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed by a duly authorized officer thereof, and Employee has hereunto set his hand, all as of the Amendment Effective Date.

VASCO DATA SECURITY INTERNATIONAL, INC.

 

By:  

/s/ John N. Fox

Name:   John N. Fox
Its:   Compensation Committee Chairman

/s/ T. Kendall Hunt

T. Kendall Hunt