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 18, 2021
USIO, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
000-30152 |
98-0190072 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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3611 Paesanos Parkway, Suite 300, San Antonio, TX |
78231 |
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(Address of principal executive offices) |
(Zip Code) |
(210) 249-4100
(Registrant’s telephone number, including area code)
Not applicable.
(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):
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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 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.001 per share |
USIO |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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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. |
On April 18, 2020, the compensation committee approved an amendment to the employment agreement with Louis A. Hoch, our Chief Executive Officer. Under the terms of the amendment, Mr. Hoch’s annual base salary increases from $350,000 to $566,000 beginning April 18, 2021. Mr. Hoch’s entitlement to an annual bonus amount of $216,000 per year was cancelled as a result of the base salary increase.
The committee also approved a change of the term of the employment agreement for Tom Jewell, our Chief Financial Officer, from one to two years with a renewal of one-year increments. The Committee further approved the payout of one additional year of Mr. Jewell’s base salary upon a change of control in addition to what he was already entitled to under the employment agreement.
The foregoing descriptions of the employment agreements are not complete and are qualified in their entirety by reference to the full text of the purchase and employment agreements, copies of which are filed herewith as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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10.1 |
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10.2 |
Fourth Amendment to Employment Agreement between Usio, Inc. and Tom Jewell, dated April 18, 2021. |
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.
| USIO, INC. | |
| Date: April 21, 2021 | |
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By: /s/ Louis A. Hoch Name: Louis A. Hoch Title: Chief Executive Officer and President |
Exhibit 10.1
Seventh Amendment to Employment Agreement
This Seventh Amendment (“Seventh Amendment”), to the Employment Agreement (the “Agreement”) dated February 27, 2007 between Usio, Inc. fka Payment Data Systems, Inc. (“PDS”) and Louis A. Hoch (“Executive”) is entered into this 18th day of April, 2021, and is made part of the Agreement which is hereby amended as follows:
1. Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.
2. Entire Agreement. Except as expressly modified by this Seventh Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of PDS and Executive.
3. Successors and Assigns. This Seventh Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.
4. Section References. Section titles and references used in this Seventh Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.
5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:
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a. |
Section 4(b)(ii) of the Agreement is hereby replaced in its entirety with: |
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“Intentionally omitted.” |
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b. |
SCHEDULE 4(a)(i) of the Agreement is hereby replaced in its entirety with: |
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“$566,000 per annum.” |
6. This Seventh Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.
[Signature Page follows.]
In witness thereof, the parties hereto have caused this Seventh Amendment to the Agreement to be executed on the day and year first above written.
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Usio, Inc.
By: /s/ Blaise Bender Name: Blaise Bender Title: Chairman of the Compensation Committee |
Executive
By: /s/ Louis A. Hoch Name: Louis A. Hoch |
Exhibit 10.2
Fourth Amendment to Employment Agreement
This Fourth Amendment (“Fourth Amendment”), to the Employment Agreement (the "Agreement") dated January 6, 2017 between Usio, Inc. ("Usio") and Tom Jewell (“Executive") is made on the 18th day of April, 2021, and is made part of the Agreement which is hereby amended as follows:
1. Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.
2. Entire Agreement. Except as expressly modified by this Fourth Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of Usio and Executive.
3. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.
4. Section References. Section titles and references used in this Fourth Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.
5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:
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a. |
Section 3(a) of the Agreement is hereby replaced in its entirety with:
“Term of Employment. The term of this Agreement (the "Term") shall be two years and shall commence effective April 18, 2021 (the "Commencement Date"), and shall continue thereafter per the terms of Section 3(g) until terminated as hereinafter provided.” |
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b. |
Section 3(g) of the Agreement is hereby replaced in its entirety with: |
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“Term Extension. This Agreement shall be extended for successive one-year periods at the end of the initial term and each extended term thereafter, unless (i) the Compensation Committee or the Board of Directors determines not to renew the Agreement, or (ii) either party provides written notice of termination to the other party at least three months prior to the expiration of the initial or such extended term, respectively. |
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c.” |
Section 4(c) of the Agreement is hereby replaced in its entirety with:
“Amount. The Deferred Compensation shall be the amount ("Base Deferred Compensation") which is calculated as the Base Salary payments Employee would have received had his employment continued for the remaining term of this Agreement (including yearly increases calculated at the maximum increase for the prior two years) plus twelve months of Base Salary. In addition to the Base Deferred Compensation, Employee shall be entitled to the following (which, together with the Base Deferred Compensation and the Bonus Deferred Compensation (as defined below) shall be collectively called the "Deferred Compensation") all of the benefits otherwise provided in this Agreement during that period of time which is the remaining term of this Agreement, and an amount equal to the pro rata portion of the Bonus Compensation for the year in which Employee's employment is terminated determined on the basis of the number of days elapsed in such year prior to such termination (the "Bonus Deferred Compensation"). The Deferred Compensation herein shall be deemed liquidated damages resulting from the Company's termination of this Agreement and shall be Employee's sole and exclusive remedy for any such termination. Deferred Compensation shall not be diminished or offset by reason of any earnings by Employee subsequent to the date of termination.” |
This Fourth Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.
In witness thereof, the parties hereto have caused this Fourth Amendment to the Employment Agreement on the day and year first above written.
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Usio, Inc. |
Executive |
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By: /s/ Louis A. Hoch |
By: /s/ Tom Jewell |
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Name: Louis A. Hoch |
Name: Tom Jewell |
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Title: Chief Executive Officer and President |
Title: Chief Financial Officer |