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): June 29, 2015

 

ModusLink Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-35319

04-2921333

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

1601 Trapelo Road, Waltham, MA

02451

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (781) 663-5000

 

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.

 

ModusLink Global Solutions, Inc. (the “Company”) and SP Corporate Services LLC (“SP Corporate”), an indirect wholly owned subsidiary of Steel Partners Holdings L.P. (“SPLP”), entered into an amendment (the “Amendment”) to the Management Services Agreement, dated as of January 1, 2015, between the Company and SP Corporate (the “Management Services Agreement”).

 

The Amendment extends the term of the Management Services Agreement through December 31, 2015, with such term renewing for successive one year periods unless and until terminated pursuant to the terms of the Management Services Agreement.

 

SPLP may be deemed to own approximately 31.5% of the issued and outstanding common stock of the Company. In addition, SPLP has the right to acquire up to 2,000,000 shares of common stock of the Company pursuant to currently exercisable warrants. Warren G. Lichtenstein, the non-executive chairman of SPLP’s general partner, Steel Partners Holdings GP Inc., is also the non-executive chairman of the board of directors of the Company. Certain other affiliates of SPLP hold positions with the Company, including Glen Kassan as Vice Chairman of the board of directors.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

Description

10.1

Amendment to Management Services Agreement, dated as of June 29, 2015, by and between SP Corporate Services LLC and ModusLink Global Solutions, Inc.

 

 
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

July 1, 2015

ModusLink Global Solutions, Inc.

 

 

 

By:

/s/ Alan R. Cormier 

 

 

Alan R. Cormier

 

 

Senior Vice President and General Counsel

 

 

Exhibit 10.1

 

 

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

 

This Amendment to Management Services Agreement (this " Amendment ") is dated as of June 29, 2015, and is between SP Corporate Services LLC (" SP Corporate" ), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York

10022, and ModusLink Global Solutions, Inc. (the " Company" ), a Delaware corporation having an office at 1601 Trapelo Road, Suite 170, Waltham, Massachusetts 02451.

 

RECITALS

 

The Company and SP Corporate are parties to a Management Services Agreement dated as of January 1, 2015 (the " Management Services Agreement" ), whereby SP Corporate furnishes the Company and its subsidiaries with certain Services. The parties desire to amend the Management Services Agreement to extend the term of the Management Services Agreement.

 

1.      Defined Terms.     Defined terms used but not defined in this Amendment are as defined in the Management Services Agreement.

 

2.      Amendment to Section 2.01.      Section 2.01 of the Management Services Agreement is hereby amended in its entirety to read as follows:

 

"This Agreement shall commence effective as of January 1, 2015, and shall continue through December 31, 2015, and shall automatically renew for successive one (1) year periods unless and until terminated as provided in Section 2.02 below; provided, however, the fees hereunder shall be subject to an annual review and adjustment as agreed upon by the parties hereto."

 

3.        Confirmation of Agreement .    All other terms of the Management Services Agreement shall remain in full force and effect.

 

4.      Counterparts.     This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 
 
 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

 

  SP CORPORATE SERVICES LLC
     
     

 

By:

 

 

 

James F. McCabe, Jr.

     

 

 

Chief Financial Officer

     
     
  MODUSLINK GLOBAL SOLUTIONS, INC.
     
     
  By:  
    Name:  John J. Boucher
    Title:    President and Chief Executive Officer

 

 

 

 

 

[Signature Page to Amendment to Management Services Agreement]