RMG Networks Holding Corp (Form: 8-K, Received: 04/14/2016 08:11:27)

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): April 11, 2016

RMG NETWORKS HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35534

27-4452594

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

15301 North Dallas Parkway
Suite 500

Addison, TX

75001

(Address of Principal Executive Offices)

(Zip Code)

(800) 827-9666

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[_]

Written communications pursuant to Rule 425 under the Securities Act

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2016, Gregory H. Sachs, the Executive Chairman, and member of the board of directors, of RMG Networks Holding Corporation (the “Company”), voluntarily cancelled and forfeited back to the Company the options granted to him pursuant to the Executive Employment Agreement, dated August 13, 2013, by and between Mr. Sachs and the Company, to purchase 850,000 shares of the Company’s common stock at an exercise price of $8.10 per share. This cancellation and forfeiture resulted in no payment to Mr. Sachs, and the forfeited options returned to the reserve pool of shares of common stock issuable pursuant to awards granted under the Company’s 2013 Equity Incentive Plan (the “Plan”).

On April 11, 2016, Robert Michelson, the President and Chief Executive Officer and a member of the board of directors of the Company, voluntarily cancelled and forfeited back to the Company the options granted to him pursuant to the Executive Employment Agreement, dated July 22, 2014, by and between Mr. Michelson and SCG Financial Merger I Corp., a wholly-owned subsidiary of the Company (the “Michelson Employment Agreement”), to purchase 500,000 shares of the Company’s common stock at an exercise price of $2.45 per share. This cancellation and forfeiture resulted in no payment to Mr. Michelson, and the forfeited options returned to the reserve pool of shares issuable pursuant to awards granted under the Plan.

On April 11, 2016, the Company granted new options under the Plan to purchase shares of the Company’s common stock to Mr. Michelson and Jana Bell, the Company’s Executive Vice President and Chief Financial Officer, pursuant to Stock Incentive Award Agreements (the “Award Agreements”). The Company granted Mr. Michelson options to purchase a total of 800,000 shares of common stock, pursuant to two separate Award Agreements. Each of such Award Agreements contained language which amended the Michelson Employment Agreement to reflect the forfeiture of the options previously issued pursuant to the Michelson Employment Agreement, as referenced above. Of those, (i) options to purchase 450,000 shares are subject to vesting in thirty-six equal monthly installments at the end of each calendar month starting July 22, 2014, with the first of such installments vesting on July 31, 2014, and the last installment vesting on June 30, 2017, and (ii) options to purchase 350,000 shares are subject to vesting in three equal annual installments, on April 11, 2017, 2018 and 2019. The Company granted Ms. Bell options to purchase a total of 200,000 shares of common stock, pursuant to two separate Award Agreements. Of those, (i) options to purchase 120,000 shares are subject to vesting in three equal annual installments, on April 27 of 2016, 2017 and 2018, and (ii) options to purchase 80,000 shares are subject to vesting in three equal annual installments, on April 11, 2017, 2018 and 2019. Each such option has an exercise price of $1.00 per share, and the unvested portion of each such option is subject to immediate forfeiture upon the cessation of services by Mr. Michelson or Ms. Bell, as applicable, to the Company for any reason.

The form of Award Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms of the Award Agreements does not purport to be complete and is qualified in its entirety by reference to such Exhibit.


Item 9.01 .	Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description
10.1		Form of Stock Incentive Award Agreement, by and between RMG Networks Holding Corporation and Optionee.

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.

Dated: April 14, 2016

RMG NETWORKS HOLDING CORPORATION

By: /s/ Robert R. Robinson

Name: Robert R. Robinson

Title: Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Description
10.1		Form of Stock Incentive Award Agreement, by and between RMG Networks Holding Corporation and Optionee.

Exhibit 10.1

SCG FINANCIAL ACQUISITION CORP.

2013 EQUITY INCENTIVE PLAN

STOCK INCENTIVE AWARD AGREEMENT

Grant of Option . RMG Networks Holding Corporation (the “ Company ”) hereby grants to the party identified below (the “ Optionee ”) an option to purchase the amount of shares of common stock of the Company set forth below (the "Shares") on the terms and conditions set forth in this Agreement and the SCG Financial Acquisition Corp. 2013 Equity Incentive Plan (the “ Plan ”). This option is granted as of the Grant Date set forth below. A copy of the Plan is attached hereto as Exhibit A, and its provisions are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.


	Optionee Name:
	Optionee Address:




	Number of Shares:	[_____]
	Exercise Price:	$[_____] per Share
	Grant Date:	[__________]
	Vesting Base Date:	[ __________ ]

Vesting Schedule .


	Number of Shares	Vesting Date :
	33.333%	On 1st Year Anniversary of Vesting Base Date
	33.333%	On 2nd Year Anniversary of Vesting Base Date
	33.334%	On 3rd Year Anniversary of Vesting Base Date

Tax Status . This option is a nonqualified stock option or an incentive stock option within the meaning of §422(b) of the Internal Code of 1986, as indicated:


	þ Nonqualified Stock Option		o Incentive Stock Option

Exercisability of Option . At any time on and after the Vesting Base Date until the termination of this option (as provided in Section 5 of this Agreement), this option shall vest and become exercisable in accordance with the vesting schedule set forth above, so that the option shall be fully exercisable on the third anniversary of the Vesting Base Date set forth above. In the event that the Optionee ceases to be employed with the Company for any reason, including, but not limited to, a Company initiated termination with or without Cause (as defined in the Optionee’s employment agreement, if any) or a voluntary termination by the Optionee with or without Good Reason (as defined in the Optionee’s employment agreement, if any), (i) Shares subject to this option shall cease to vest at the time of termination of service of Optionee, and (ii) any Shares which are not vested pursuant to the vesting schedule set forth above, shall immediately at the time of termination of service of Optionee be (y) forfeited without any consideration to the Optionee and (z) returned to the Company without any further action required by the Company or the Optionee. Upon a Change in Control (as defined below), this option shall become fully vested and exercisable. For purposes of the Plan, "Change in Control” means the occurrence of any of the following:

(i) any one person, or more than one person acting as a group, acquires ownership of equity securities of the Company that, together with equity securities held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the equity securities of the Company; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the equity securities of the Company, the acquisition of additional equity securities by the same person or persons will not be considered a Change in Control under the Plan. An increase in the percentage of equity securities of the Company owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its equity securities in exchange for property will be treated as an acquisition of equity securities of the Company for purposes of this clause (i); or

(ii) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by the person or persons) all or substantially all of the assets of the Company.

Notwithstanding anything to the contrary, any transaction in which the ownership interest in the Company of Donald Wilson (“ Wilson ”), entities or trusts owned or created on behalf of Wilson for him or his beneficiaries, other Wilson owned affiliates or DRW Commodities, LLC, is the only equity interest in the Company to change hands, shall not be treated as a Change in Control under the Plan.

Termination of Option . This option will no longer be exercisable on the 10th anniversary of the Vesting Base Date.

Method of Exercise . This option may be exercised only by delivery pursuant to Section 7 of this Agreement of an exercise notice specifying the election to exercise this option and the number of Shares for which it is being exercised. No exercise for fractional Shares shall be permitted. Payment of the exercise price for the number of Shares for which the option is being exercised shall be made in accordance with Section 6 of the Plan.

Notices . Any notice or other communication under this Agreement must be in writing and shall be effective upon hand delivery; upon fax transmission to either party at the number provided below for that party, but only upon receipt by the transmitting party of a written confirmation of receipt; or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered, and addressed to the Company at 15301 Dallas Parkway, Suite 500, Addison, Texas 75001, (Attention: Mr. Robert Michelson, President and Chief Executive Officer) or to Optionee at the address set forth on the front page hereof. Each party is obligated to notify the other in writing of any change in address. Notice of change of address shall be effective only when done in accordance with this section.

AGREED.

RMG Networks Holding Corporation

By:

Robert Michelson

Its:

President and Chief Executive Officer



	Optionee: By executing this Agreement, Optionee acknowledges receipt of a copy of the separate document titled “SCG Financial Acquisition Corp. 2013 Equity Incentive Plan,” which controls this Agreement, and agrees to be bound by the terms and conditions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the option.


	Date:
Signature of Optionee