See Item 5.02.
On September 28, 2015, Park City Group, Inc. (the "Company") announced the appointment of Todd Mitchell as the Company's Chief Financial Officer, effective immediately. A copy of the press release announcing Mr. Mitchell's appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.
Prior to his appointment, Mr. Mitchell served as a Senior Analyst and the Director of Research for Brean Capital, LLC. From March 2005 until joining Brean Capital (formerly Brean Murray, Carret & Co.) in June 2011, Mr. Mitchell was a Senior Analyst with Kaufman Bros., L.P. Mr. Mitchell holds a B.A. in Political Science from Vassar College, and a MBA/MA in International Finance and Economics from The George Washington University School of Business.
In connection with Mr. Mitchell's appointment, the Company and Mr. Mitchell entered into a two-year employment agreement (the "Employment Agreement"), a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1. Under the terms of the Employment Agreement, Mr. Mitchell will receive an annual base salary of $225,000, and 43,144 restricted shares of the Company's common stock, par value $0.01 per share (the "Incentive Shares"), which Incentive Shares are subject to vesting conditions set forth in the Employment Agreement.
There are no relationships or related party transactions between the Company or any of its executive officers or directors and Mr. Mitchell that would require disclosure under Item 401(d) or 404(a) of Regulation S-K, or arrangements or understandings in connection with Mr. Mitchell's appointment.
Concurrently with Mr. Mitchell's appointment, Ed Clissold resigned from his position as the Company's Chief Financial Officer. Mr. Clissold will continue to serve as the Company's General Counsel and Corporate Secretary.
See Exhibit Index.
The description of the Employment Agreement is qualified, in its entirety, by reference to the full text of the Employment Agreement, a copy of which is attached here to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference herein.
| Park City Group, Inc. |
| By: | /s/ Randall Fields |
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| Name: Randall Fields | |
| Title: Chief Executive Officer |
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Exhibit No.
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Description
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EX-10.1
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Mitchell Employment Agreement
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EX-99.1
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Mitchell Press Release
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CFO Employment Agreement
1)
Position: Park City Group (the Company) hereby appoints Todd Mitchell to the position of Chief Financial Officer (CFO) of the Company, with such duties, authority and responsibilities as are normally associated with such position as determined by Randall Fields, the Chief Executive Officer (CEO) of the Company.
2)
Compensation and Related Matters:
a.
Base Salary: The Company will pay the CFO an annual base salary of $225,000, payable in installments in the Company ’ s regular payroll periods.
b.
Signing Bonus: The Company will provide the CFO with a bonus constituting of unvested restricted common stock in the Company (Bonus Equity) with a value of $450,000 based on the Company ’ s stock price on the date of the signing of this agreement (the Effective Date).
i.
25% of the Bonus Equity received will vest one-year after the Effective Date, and every one year anniversary thereafter provided the CFO is employed by the Company.
ii.
In the event of a Change in Control the vesting of any unvested Bonus Equity shall be accelerated and vested as of the effective date of such Change in Control.
iii.
A “ Change in Control ” is defined as the sale or transfer of the CEO ’ s Company Equity such that the CEO relinquishes his ownership interest and control of the Company, and/or the sale of substantially all of the assets or stock of the Company whether though merger, acquisition, reorganization, or consolidation.
c.
Performance Bonus: The CFO will be eligible to receive and annual discretionary bonus on account of the CFO ’ s performance to be determined by the CEO based on the CFO ’ s job performance and the success of the company.
d.
Benefits and Business Expenses: The CFO will be eligible to participate in all social benefits provided by the Company including Healthcare, 401K, and will be reimbursed by the Company for all expenses incurred in the roll of CFO as determined appropriate by the CEO.
3)
Early Termination: The Company may terminate the CFO “ at will ” prior the end of the initial two year Term of this Agreement provided the Company provides the CFO with a cash severance payment of $100,000. The CFO will also retain any portion of the Company Equity received as a Signing Bonus which has vested.
4)
Indemnification: The Company agrees to indemnify the CFO if the CFO is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the CFO is or was a trustee, director, officer, CFO, agent or employee of the Company, and against all Expenses incurred or suffered by the CFO in connection therewith.
Randall K Fields (CEO)
Signed: /s/ Randall Fields Date: September 28, 2015
Todd Mitchell (CFO)
Signed: /s/ Todd Mitchell Date: September 28, 2015
Park City Group Appoints Todd Mitchell Chief Financial Officer
SALT LAKE CITY, Utah. – September 28 , 2015 – Park City Group, Inc. (NASDAQ: PCYG), a cloud-based software company that uses big data management to help retailers and their suppliers ‘ Sell more , Stock less and See everything ’ , today announced Todd Mitchell will join the company as Chief Financial Officer effective September 28, 2015.
“ We are excited to have Todd Mitchell join our team as Chief Financial Officer, ” said Randall K. Fields, Chairman and Chief Executive Officer. “ Todd has an extensive background in capital markets, finance and public equites, most recently serving as Director of Research at Brean Capital, LLC where he covered Park City Group. Todd has an in depth knowledge of the Company ’ s business model and of the market in which we operate, and we look forward to his contributions to the Company going forward. We would also like to thank Ed Clissold for his service for the past three years where he served both as CFO and General Counsel. Ed will continue as our General Counsel, but our growth adds to both roles so this is the right time to split the functions, ” concluded Mr. Fields.
“ I am thrilled to join the management team of Park City Group at such a key point in the Company ’ s development, ” said Todd Mitchell. “ With the promulgation of new food safety regulations, and ReposiTrak ’ s truly unique solution for helping industry participants to comply with these new challenges, I see a tremendous opportunity. I believe Park City has a truly differentiated technology platform, a very attractive business model, and the ability to scale rapidly and profitably, creating significant value for its shareholders. I look forward to working with Randy an d the team at Park City to grow the business and deliver significant returns for investors. ”
Todd Mitchell joins Park City Group after a two decade career as a Research Analyst on Wall Street covering media and technology companies. Todd has a strong track record of finding and championing successful small cap growth companies. Over the course of his career Todd has received many accolades for his research activities. Most recently, Todd was the #1 ranked analyst in his sector for Stock Picking and #1 ranked analyst in his sector for Earnings Accuracy for 2014/2015 by Thomson Reuters Starmine Analyst Awards. For the past three years Todd also served as the Director of Research for Brean Capital LLC, where he oversaw the expansion of the department and helped the firm to grow its cash equities business by nearly 50% during this period. Todd earned an MBA and a master ’ s degree in economics from George Washington University, and a BA from Vassar College.
About Park City Group
Park City Group (PCYG) is a Software-as-a-Service ("SaaS") provider that brings unique visibility to the consumer goods supply chain, delivering actionable information to ensure products are available when and where consumers demand them, helping retailers and suppliers to 'Sell More, Stock Less, and See Everything'. Park City Group's technology also assists all participants in the food and drug supply chains to comply with food and drug safety regulations through the Company's ReposiTrak subsidiary. More information is available at www.parkcitygroup.com and www.repositrak.com .
Forward-Looking Statement
Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "if", "should" and "will" and similar expressions as they relate to Park City Group, Inc. ("Park City Group") are intended to identify such forward-looking statements. Park City Group may from time to time update these publicly announced
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projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see "Risk Factors" in Park City's annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
Investor Relations Contact:
Dave Mossberg
Three Part Advisors, LLC
817-310-0051
Jeff Elliott
Three Part Advisors, LLC
972-423-7070
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