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): July 28, 2017 (July 25, 2017)

 

 

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))

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

On July 25, 2017, VASCO Data Security International, Inc. (the “Company”) appointed Scott Clements (“Clements”) as the Company’s President and Chief Executive Officer effective July 28, 2017. Clements was also elected to the Board of Directors effective July 28, 2017. In the role of Chief Executive Officer, Clements succeeds T. Kendall Hunt (“Hunt”). Hunt will continue to serve as Founder and Chairman of the Board of Directors.

Immediately prior to his appointment as President and Chief Executive Officer, beginning in November 2016, Clements served as President and Chief Operating Officer of the Company. Clements joined the Company in December 2015 serving as Executive Vice President and Chief Strategy Officer. Prior to joining the Company, Clements was employed by Tyco International for eleven years, most recently as Corporate Senior Vice President, Business Development and previously as Chief Technology Officer and President of Tyco Retail Solutions. Clements earned a bachelor’s degree in chemical engineering and advanced process control from The Ohio State University and an M.B.A. in finance and corporate strategy from the University of Michigan. Clements is 55 years old.

Clements’ Employment Agreement, dated December 1, 2015, as first amended effective November 15, 2016, was further amended (“Amendment No. 2”) effective July 28, 2017 to reflect his appointment as President and Chief Executive Officer. The initial term of employment under the Employment Agreement continues until December 1, 2017, with automatic renewals on each anniversary of such date for successive one-year terms, unless terminated by the other party at least six months prior to termination of the then term.

Amendment No. 2 provides for a base salary of $450,000 per year, subject to adjustment in accordance with the Company’s normal practice for executive salary review from time to time.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2.

Hunt’s Amended and Restated Employment Agreement was further amended effective July 28, 2017 (“Amendment No. 5”) to reflect his new position of Founder and Chairman of the Board of Directors. The foregoing description of Amendment No. 5 is qualified in its entirety by reference to Amendment No. 5.

 

Item 9.01 Financial Statements and Exhibits

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

 

Exhibit

No.

  

Description

10.1    Amendment No. 2 to Employment Agreement effective as of July 28, 2017, by and between VASCO Data Security International, Inc. (the “Company”), and Scott Clements further amending Employment Agreement entered into December 1, 2015 and first amended on November 15, 2016.
10.2    Fifth Amendment to Amended and Restated Employment Agreement, effective as of July 28, 2017, by and between VASCO Data Security International, Inc., a Delaware corporation (the “Company”), and T. Kendall Hunt (“Employee”) further amending 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 Second Amendment to Amended and Restated Employment Agreement, dated November 24, 2014, the Third Amendment to Amended and Restated Employment Agreement, dated November 20, 2015, and the Fourth Amendment to Amended and Restated Employment Agreement, dated September 24, 2016,
99.1    Press Release dated July 27, 2017.


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: July 28, 2017       VASCO Data Security International, Inc.
     

/s/ Mark Hoyt

      Mark Hoyt
      Chief Financial Officer


EXHIBIT INDEX

The following Exhibits are furnished herewith:

 

Exhibit

No.

  

Description

10.1    Amendment No. 2 to Employment Agreement effective as of July 28, 2017, by and between VASCO Data Security International, Inc. (the “Company”), and Scott Clements further amending Employment Agreement entered into December 1, 2015 and first amended on November 15, 2016.
10.2    Fifth Amendment to Amended and Restated Employment Agreement, effective as of July 28, 2017, by and between VASCO Data Security International, Inc., a Delaware corporation (the “Company”), and T. Kendall Hunt (“Employee”) further amending 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 Second Amendment to Amended and Restated Employment Agreement, dated November 24, 2014, the Third Amendment to Amended and Restated Employment Agreement, dated November 20, 2015, and the Fourth Amendment to Amended and Restated Employment Agreement, dated September 24, 2016,
99.1    Press Release dated July 27, 2017.

Exhibit 10.1

AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made effective as of July 28, 2017 (the “ Effective Date ”), by and between VASCO Data Security International, Inc. (the “ Company ”), and Scott Clements (“ Executive ”). This Amendment further amends the Employment Agreement entered into December 1, 2015 and first amended on November 15, 2016.

WHEREAS, the Company currently employs Executive as the Company’s President and Chief Operating Officer, and the parties mutually agree to change Executive’s position to President and Chief Executive Officer.

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, the Company and Executive agree as follows:

 

  A. The following sections in the Employment Agreement are replaced as set forth below:

“1.2 Position and Duties . On the terms and subject to the conditions set forth in the Employment Agreement, commencing on the Effective Date and thereafter during the Employment Period, Executive shall hold the position of President and Chief Executive Officer and shall report to the Board of Directors. Executive shall perform such duties and responsibilities as are consistent with Executive’s position and as may be reasonably assigned to Executive by the Board of Directors from time to time.

Executive shall devote Executive’s full business time, attention, skill and energy to the business and affairs of the Company, and shall use Executive’s reasonable best efforts to perform such responsibilities in a diligent, loyal, and businesslike manner so as to advance the best interests of the Company. Executive shall act in conformity with the Company’s Code of Conduct and Ethics (or similar successor document) as in effect from time to time (the “ Code of Conduct ”) and the Company’s policies, and within the limits, budgets and business plans set by the Company, and shall adhere to all rules and regulations in effect from time to time relating to the conduct of executives of the Company.

It is contemplated that, in connection with each annual meeting of stockholders (or action by written consent in lieu thereof) of the Company during the Employment Period, the stockholders of the Company will elect Executive to the Board. On or soon after the Effective Date as is practicable, the Company shall create an additional director position on its Board and fill such position with Executive until the next annual meeting.”

“1.4 Location . Executive’s place of business shall be at the Company’s headquarters in Oakbrook Terrace, Illinois. Executive’s principal place of business shall not be relocated outside a 40 mile radius of the Company’s current headquarters in Oakbrook Terrace, Illinois without the written consent of Executive. Executive will travel as reasonably necessary to perform his duties under this Agreement, which may include significant travel, including internationally.”


“2.1 Base Salary . The Company shall pay Executive an annual base salary (“ Base Salary ”) of $450,000, payable in accordance with payroll practices in effect for senior executive officers of the Company generally. Base Salary shall be subject to review in accordance with the Company’s normal practice for executive salary review from time to time in effect, and may be increased, but will not be reduced without the prior written consent of Executive except for a reduction that is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company.”

“3.2 (i)      Executive materially breaches Executive’s obligations under this Agreement, the Company’s Code of Conduct and Ethics (or any successor thereto) or an established policy of the Company, except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten 10 days from the delivery of written notice by the Company within which to cure any such acts; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten 10 days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect. The Company may place the Executive on paid leave for a reasonable time while it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

“3.3 (ii)     a failure to appoint or elect Executive as President and Chief Executive Officer of the Company and as a director of the Company, in accordance with Section  1.2 hereof;”

“3.3 (iii)     any material diminution of Executive’s authority, duties or responsibilities, or assignment of duties inconsistent with the position of President and Chief Executive Officer, or Executive no longer reporting to the Board of Directors of the Company; or”

“3.3 A [Severance Pay] an amount equal to twelve (12) months of Executive’s then current Base Salary, plus an amount equal to his annual target bonus under the Annual Bonus Plan for the current year in which Executive’s employment terminates, or if such target has not been established for such current year, then the most recently established target bonus under the Annual Bonus Plan, each less applicable withholdings, payable in equal installments on each regularly scheduled payroll pay date during the twelve (12) month period that begins on the first day immediately after the Release Effective Date (as defined in Section  3.7 ), plus any annual bonus earned from a prior year that has not been paid by the termination date; and”


  B. Section  3.7 . A new sentence is added to the end of Section 3.7 as follows “The Release shall be substantially in the form of Exhibit A attached hereto.”

 

  C. References . References in the Employment Agreement to position and title for Executive shall now refer to the new position of President and Chief Executive Officer.

 

  D. Effect . The remaining provisions of the Employment Agreement not modified as set forth above shall remain in full force and effect. In the event of a conflict between any provisions of the Employment Agreement (and any prior amendments) and this Amendment, this Amendment shall control.

IN WITNESS WHEREOF , each of the parties hereto has duly executed this Amendment.

 

    VASCO DATA SECURITY INTERNATIONAL, INC.
Date: July 26, 2017     By:  

/s/ Mark S. Hoyt

    Name:   Mark S. Hoyt
    Title:   Chief Financial Officer
    SCOTT CLEMENTS
Date: July 26, 2017    

/s/ Scott Clements

Exhibit 10.2

FIFTH AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIFTH AMENDMENT (the “Amendment”), to be effective as of July 28, 2017 (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 Second Amendment to Amended and Restated Employment Agreement, dated November 24, 2014, the Third Amendment to Amended and Restated Employment Agreement, dated November 20, 2015, and the Fourth Amendment to Amended and Restated Employment Agreement, dated September 24, 2016 (the “Agreement”), by and between VASCO Data Security International, Inc., a Delaware corporation (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 desire to amend the Agreement to reflect Employee’s transition to Chairman and Founder; and

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

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 1.2 of the Agreement is amended in its entirety to read as follows:

1.2      Position and Duties . On the terms and subject to the conditions set forth in this Agreement, commencing on the Effective Date and thereafter during the Employment Period, Employee shall hold the position of Chairman and Founder and shall report to the Board of Directors. Employee shall perform such duties and responsibilities as are consistent with Employee’s position and as may be reasonably assigned to Employee by the CEO from time to time. In addition, Employee shall continue as a member of the Board of Directors.

Employee shall use Employee’s reasonable best efforts to perform such responsibilities in a diligent, loyal, and businesslike manner so as to advance the best interests of the Company. Employee shall act in conformity with the Company’s Code of Conduct and Ethics (or similar successor document) as in effect from time to time (the “ Code of Conduct ”) and the Company’s policies, and within the limits, budgets and business plans set by the Company, and shall adhere to all rules and regulations in effect from time to time relating to the conduct of executives of the Company.


2. Section 3.3 (ii) of the Agreement is amended to remove the reference to the position of “Chief Executive Officer.”

3. References in the Agreement to position and title for Employee shall now refer to the new position of Chairman and Founder.

4. The remaining provisions of the Agreement not modified as set forth above shall remain in full force and effect. In the event of a conflict between any provisions of the Employment Agreement (and any prior amendments) and this Amendment, this Amendment shall control.

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, agreeing to this Amendment.

 

VASCO DATA SECURITY INTERNATIONAL, INC.
By:  

/s/ Mark S. Hoyt

Name:   Mark S. Hoyt
Its:   Chief Financial Officer
Date: July 26, 2017

 

    /s/ T. Kendall Hunt

T. Kendall Hunt, Employee
Date: July 26, 2017

Exhibit 99.1

VASCO Names Scott Clements Chief Executive Officer

Chairman and CEO, T. Kendall Hunt, to Remain Chairman of the Board

OAKBROOK TERRACE, IL, and ZURICH, July 27, 2017 – VASCO Data Security International, Inc. (NASDAQ: VDSI), a global leader in digital solutions including identity, security and business productivity, today announced an important milestone in its management succession plan. As part of that plan, President and Chief Operating Officer Scott Clements has been appointed President and Chief Executive Officer, effective July 28, 2017. He has also been elected to the board of directors. Mr. Clements succeeds Founder, Chairman and Chief Executive Officer T. Kendall Hunt. Mr. Hunt will continue to serve as Chairman of the Board.

Mr. Clements was appointed VASCO Chief Strategy Officer in 2015. He was promoted to VASCO President and COO in November 2016. Clements joined the Company in 2015 from Tyco, where he was previously the President of the billion-dollar Retail Solutions business and the company’s Chief Technology Officer.

“The Board and I have been preparing to make this transition for some time and now is the right point to take this action,” stated Mr. Hunt. “Scott is an outstanding leader who has demonstrated a keen understanding of our business and a strong vision for VASCO’s future growth. The Board and I have great confidence in his ability to manage a seamless transition and lead the Company going forward. Over the past two years, Scott has been instrumental in shaping and executing VASCO’s strategy as we transition to a more software and services-focused business. Under Scott’s leadership, VASCO is well positioned to capitalize on new opportunities, continue bringing innovative solutions to market and deliver value to our shareholders.”

Mr. Hunt continued, “I am incredibly proud of all that we have achieved at VASCO over the past 20 years. I look forward to continuing in my role as Chairman and supporting the Company for years to come. I would like to express my gratitude to all of VASCO’s customers for their support and trust over the years, and to our talented employees for their commitment to delivering market-leading solutions.”

Mr. Clements added, “I am honored to succeed Ken as CEO and lead VASCO in continuing to deliver innovative solutions to our customers. I want to offer my sincere thanks to Ken for all he has done for the Company over the last 20 years and for working closely with me over the past two years to deepen my understanding of VASCO’s customers, markets, and opportunities for growth. Ken’s extraordinary talent and vision helped establish VASCO as an industry leader. I look forward to working with our strong management team and dedicated employees around the world as we leverage our many strengths to grow our business and drive increased value for our customers, shareholders and employees.”

About Scott Clements

Scott Clements has extensive experience in leadership roles in the technology industry with a strong focus on developing and deploying successful business strategies that integrate customer needs and technology innovation. Before joining VASCO, Mr. Clements spent eleven years at Tyco International where he most recently served as Corporate Senior Vice President, Business Development focused on technology acquisitions. Prior to that, Clements served as President of Tyco Retail Solutions and also as


Tyco’s Chief Technology Officer. Before joining Tyco, Clements spent a decade at Honeywell International in domestic and international financial and operational leadership roles. Clements received his bachelor’s degree in chemical engineering and advanced process control from The Ohio State University, and an MBA in finance and corporate strategy from the University of Michigan in Ann Arbor.

About VASCO

VASCO is a global leader in delivering trust and business productivity solutions to the digital market. VASCO develops next generation technologies that enable more than 10,000 customers in 100 countries in financial, enterprise, government, healthcare and other segments to achieve their digital agenda, deliver an enhanced customer experience and meet regulatory requirements. More than half of the top 100 global banks rely on VASCO solutions to protect their online, mobile, and ATM channels. VASCO’s solutions combine to form a powerful trust platform that empowers businesses by incorporating identity, fraud prevention, electronic and transaction signing, mobile application protection and risk analysis. Learn more about VASCO at VASCO.com  and on Twitter , LinkedIn and Facebook .

Forward Looking Statements:

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, including, without limitation the guidance for full year 2017. These forward-looking statements (1) are identified by use of terms and phrases such as “expect”, “believe”, “will”, “anticipate”, “emerging”, “intend”, “plan”, “could”, “may”, “estimate”, “should”, “objective”, “goal”, “possible”, “potential”, “project” and similar words and expressions, but such words and phrases are not the exclusive means of identifying them, and (2) are subject to risks and uncertainties and represent our present expectations or beliefs concerning future events. VASCO cautions that the forward-looking statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. These risks, uncertainties and other factors have been described in our Annual Report on Form 10-K for the year ended December 31, 2016 and include, but are not limited to, (a) risks of general market conditions, including currency fluctuations and the uncertainties resulting from turmoil in world economic and financial markets, (b) risks inherent to the computer and network security industry, including rapidly changing technology, evolving industry standards, increasingly sophisticated hacking attempts, increasing numbers of patent infringement claims, changes in customer requirements, price competitive bidding, and changing government regulations, and (c) risks specific to VASCO, including demand for our products and services, competition from more established firms and others, pressures on price levels and our historical dependence on relatively few products, certain suppliers and certain key customers. These risks, uncertainties and other factors include VASCO’s ability to integrate eSignLive into the global business of VASCO successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the revenue synergies, cost savings and other economic benefits that VASCO anticipates as a result of this acquisition are not fully realized or take longer to realize than expected. Thus, the results that we actually achieve may differ materially from any anticipated results included in, or implied by these statements. Except for our ongoing obligations to disclose material information as required by the U.S. federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

Copyright © 2017 VASCO Data Security, Inc., VASCO Data Security International GmbH. All rights reserved. VASCO ® is a registered trademark of VASCO Data Security, Inc. and/or VASCO Data Security International GmbH in the U.S. and other countries.

For more information contact:

John Gunn

+1-847-370-1486

john.gunn@vasco.com