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):
August 27, 2014
SELECTICA, INC.
(Exact name of Company as specified in Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-29637
(Commission File No.)
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77-0432030
(IRS Employee Identification No.)
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2121 South El Camino Real
San Mateo, California 94403
(Address of Principal Executive Offices)
(650) 532-1500
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 240.13(e)-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Selectica, Inc. (the “Company”) extended the engagement of Michael Brodsky as Executive Chairman for an additional 12 month period by entering into an amendment, effective September 1, 2014 (the “Amendment”), to his existing employment offer letter pursuant to which he would continue to serve as Executive Chairman and be paid a monthly salary of $12,500 through August 31, 2015, after which he would transition out of the position of Executive Chairman but would continue thereafter in a director capacity as Chairman of the Board. Mr. Brodsky will also be granted 25,000 restricted stock units representing shares of the Company’s common stock and an option to purchase 50,000 shares of the Company’s common stock under the Company’s 1999 Equity Incentive Plan (the “EIP”), subject to vesting quarterly over a 24-month period from September 1, 2014, whether or not Mr. Brodsky continues his employment. The restricted stock units and option will automatically accelerate and be fully vested upon a Change in Control of the Company, as defined in the EIP.
All of the other terms and provisions that were in effect under Mr. Brodsky’s employment offer letter immediately prior to the execution of the Amendment will continue in effect under the Amendment.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting of the stockholders of the Company (the “Annual Meeting”) was held on August 27, 2014. The following matters were voted on at the Annual Meeting. Each matter is more fully described in the Company’s Definitive Proxy Statement for the 2014 Annual Meeting, as filed with the SEC on July 21, 2014 (the “Proxy Statement”).
1.
Election of Directors.
The six nominees named in the Company’s Proxy Statement were elected as Directors, to serve until the 2015 Annual Meeting of Stockholders, with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON VOTE
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Alan Howe
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3,952,381
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242,381
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56,285
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1,077,770
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Lloyd Sems
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3,952,381
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242,381
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56,285
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1,077,770
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Michael J. Casey
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3,952,381
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242,381
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56,285
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1,077,770
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J. Michael Gullard
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4,097,298
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152,439
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1,310
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1,077,770
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Michael Brodsky
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3,934,005
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260,757
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56,285
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1,077,770
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Blaine Mathieu
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4,238,886
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10,851
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1,310
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1,077,770
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2.
The proposal to ratify the appointment of Armanino LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015
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The proposal passed with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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5,081,659
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239,904
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7,254
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0
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3.
The proposal t
o ratify the terms of the issuance and sale of the Company’s Series E Convertible Preferred Stock and Warrants exercisable into shares of the Company’s Common Stock, and to approve the issuance of shares of the Company’s Common Stock issuable upon the conversion of the Company’s Series E Convertible Preferred Stock and the exercise of the Warrants as required by and in accordance with NASDAQ Marketplace Rule 5635
. The proposal passed with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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3,236,710
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154,775
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1,787
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1,077,770
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Item 9.01
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment to Offer Letter, effective September 1, 2014, by and between Selectica, Inc. and Michael Brodsky.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 3, 2014
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SELECTICA, INC.
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By:
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/s/
Todd Spartz
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Name:
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Todd Spartz
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amendment to Offer Letter, effective September 1, 2014, by and between Selectica, Inc. and Michael Brodsky.
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Exhibit 10.1
2121 SOUTH EL CAMINO REAL
San Mateo, California 94403
September 1, 2014
Mr. Michael Brodsky
2121 South El Camino Real
San Mateo, California 94403
Dear Michael:
Reference is made to your employment offer letter dated effective August 6, 2013, as amended December 4, 2013, with Selectica, Inc. (the “Company”) whereby you currently serve as Executive Chairman (the “Employment Agreement”). You will continue to serve as Executive Chairman, reporting to the Company’s Board of Directors, for an extended transition period through August 31, 2015. This letter hereby amends the Employment Agreement as follows:
1. Section 2 shall be amended and replaced with the following:
Cash Compensation
. The Company will pay you a salary at the rate of $12,500 per month from September 1, 2014 through August 31, 2015, less all appropriate state and federal taxes and withholdings, payable in accordance with the Company’s standard payroll schedule, after which this agreement will terminate and you would thereby automatically resign as Executive Chairman and as an executive and employee of the Company but would continue thereafter in your director capacity as Chairman of the Board.
2. The following shall be added to end of Section 3.1:
For your extended service through August 31, 2015, you will be granted an additional grant of (i) 25,000 restricted stock units representing shares of the Company’s Common Stock (the “CEO Units”) and (ii) a stock option (the “CEO Option”) to purchase 50,000 shares of Company’s Common Stock, in each case under Company’s 1999 Equity Incentive Plan (the “EIP”). The CEO Units and the CEO Options shall be granted on September 2, 2014, with the CEO Options having an exercise price equal to the fair market value of the Company’s common stock at the open of market on September 2, 2014. The CEO Units and CEO Options shall vest over a 24 month period (regardless of whether you continue employment) in equal quarterly installments from September 1, 2014. The CEO Units will be settled on the earliest Permissible Trading Day after they vest. In addition, 100% of the CEO Units and CEO Options will vest and the CEO Units will be settled immediately if the Company is subject to a Change in Control, as defined in the EIP. The grants of the CEO Units and CEO Options are subject to the other terms and conditions set forth in the EIP and the Company’s forms of Stock Unit Agreement and Stock Option Agreement.
September 1, 2014
Page 2
Please indicate your agreement with these terms by countersigning below.
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Very truly yours,
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SELECTICA, INC.
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By:
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/s/
Alan Howe
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Name:
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Alan Howe,
on behalf of the Board of Directors
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I have read and accept this agreement:
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/s/ Michael Brodsky
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MICHAEL BRODSKY
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Dated:
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September 1, 2014
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