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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
 
June 27, 2024
Date of Report (Date of earliest event reported)
 
TSS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
000-33627
20-2027651
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
110 E. Old Settlers Road
    
Round Rock, Texas
  
78664
(Address of principal executive offices)
  
(Zip Code)
 
(512) 310-1000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address, and former fiscal year, 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:
 
☐ 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))
 
Securities registered pursuant to Section 12(b) of this Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.  ☐
 
 
 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
 
On June 27, 2024, TSS, Inc. (the “Company”) issued a press release announcing the appointment of Karl Todd Marrott as Chief Operating Officer of the Company, effective July 1, 2024. A copy of the press release is being furnished herewith as Exhibit 99.1.
 
Mr. Marrott joined the Company in 2022 and most recently served as Senior Vice President of Operations. Mr. Marrott brings a wealth of experience and expertise that has since driven significant improvements across the Company’s organization. Prior to joining the Company, Mr. Marrott held the position of Vice President of Operations at Applied Technical Services from 2019 to 2022.
 
Mr. Marrott and the Company are currently parties to an Employment Agreement, dated October 26, 2022. Effective July 1, 2024, the Company has agreed to increase Mr. Marrott’s base salary to $300,000.
 
In connection with Mr. Marrott’s appointment to Chief Operating Officer, the Company and Mr. Marrott entered into an award agreement, dated June 27, 2024. In accordance with the terms of the award agreement, Mr. Marrott received 250,000 shares of restricted stock, vesting in equal annual installments on the first and second anniversaries of the grant date. A copy of Mr. Marrott’s award agreement is filed as Exhibit 99.2 to this Form 8-K and incorporated by reference into this description.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
99.1
 
99.2
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
S I G N A T U R E S
 
 
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.
 
 
 
TSS, INC.
     
     
 
By:
/s/ Darryll Dewan
   
Darryll Dewan
   
Chief Executive Officer
 
 
Date: June 27, 2024
 
 
 
 

Exhibit 99.1

 

TSS Inc. (Total Site Solutions)

Promotes Todd Marrott to Chief Operating Officer

 

Round Rock, TX – June 27, 2024 – Total Site Solutions (OTC: TSSI), a leader in end-to-end integration technology solutions for data centers and modular services, announced today the promotion of Todd Marrott to Chief Operating Officer (COO), effective July 1, 2024. Marrott joined TSS as the Senior Vice President of Operations in November 2022, bringing a wealth of experience and expertise that has since driven significant improvements across the organization.

 

“Todd's dynamic leadership style and deep operational expertise have had a huge impact on TSS,” said Darryll Dewan, Total Site Solutions CEO and President. “He has spearheaded a comprehensive overhaul of TSS’s Systems Integration business line, returning this business to operating profitability while driving planning and execution of significant enhancements to our production capacity to capitalize on the growing demand for high performance computing technologies.”

 

Marrott and his team led TSS to ISO certification and have created the operational infrastructure and discipline to serve the increased demand for integrating advanced generative AI solutions. Related, TSS has established a leadership position in the implementation of direct liquid cooling solutions. He has assembled a world-class team that is agile and responsive to customer needs and requirements in today’s rapidly evolving data center market.

 

“These multifaceted accomplishments are pivotal components in TSS’s strategic growth plan. We are at the beginning of the development of our capacity and capabilities. I am proud to recognize Todd for his efforts with this promotion,” added Dewan.

 

Prior to joining TSS, Marrott held the position of Vice President of Operations at Applied Technical Services from 2019 to 2022. Marrott’s background includes serving in executive-level roles at leading companies such as Flex, Solectron, and Moduslink, where he specialized in global operations, account management, and supply chain management. He has successfully launched multiple international operations in Asia, Mexico, and United States.

 

###

About TSS, Inc.
TSS specializes in simplifying the complex. The TSS mission is to streamline the integration and deployment of high-performance computing infrastructure and software, ensuring that end users quickly receive and efficiently utilize the necessary technology. Known for flexibility, the company builds, integrates, and deploys custom, high-volume solutions that empower data centers and catalyze the digital transformation of generative AI and other leading-edge technologies essential for modern computing, data, and business needs. TSS's reputation is built on passion and experience, quality, and fast time to value. As trusted partners of the world's leading data center technology providers, the company manages and deploys billions of dollars in technology each year. For more information, visit www.tssiusa.com.

 

Contact:

Tad Druart

Tdruart@piercom.com

 

 

Exhibit 99.2

 

AWARD AGREEMENT

 

This Award Agreement (this “Agreement”) is made as of June 27, 2024 (“Grant Date”) between TSS, Inc. (the “Company”) and Todd Marrott (the “Employee”). The Compensation Committee of the Board of Directors of the Company has authorized the grant to the Employee of restricted shares (the “Restricted Stock”) of the Company’s common stock (“Common Stock”) under the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

 

The Company and the Employee agree as follows:

 

1.

The Employee accepts all provisions of the Plan, a copy of which has been delivered to the Employee.

 

2.

The Company grants to the Employee, subject to the terms and conditions of this Agreement, 250,000 shares of Restricted Stock. The Employee may exercise full voting rights with respect to the Restricted Stock. The Restricted Stock shall be forfeited automatically when the Employee ceases to be a regular, full-time employee of the Company or a Subsidiary. Unless forfeited in accordance with the immediately preceding sentence, the following shares of Restricted Stock shall become fully vested and no longer subject to forfeiture in accordance with the following:

 

 

a.

All of the shares of Restricted Stock shall become fully vested upon the occurrence of a Change in Control of the Company.
 

b.

125,000 shares of Restricted Stock shall become fully vested on June 27, 2025.
 

c.

125,000 shares of Restricted Stock shall become fully vested on June 27, 2026.

 

The Company or its transfer agent shall retain the certificates representing the Restricted Stock until the Restricted Stock becomes fully vested and no longer subject to forfeiture.

 

3.

The Restricted Stock may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

 

4.

At the time the Restricted Stock vests, or at any time thereafter as requested by the Company, the Employee hereby authorizes withholding from payroll or any other payment of any kind due the Employee and otherwise agrees to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, that arise in connection with the vesting of the Restricted Stock. The Company may require the Employee to make a cash payment to cover any withholding tax obligation upon the vesting of the Restricted Stock.

 

 
 

 

The Company may permit the Employee to satisfy, in whole or in part, any withholding tax obligation that may arise in connection with the vesting of the Restricted Stock either by electing to have the Company withhold from the shares of Common Stock to be issued upon vesting that number of shares of Common Stock, or by electing to deliver to the Company already-owned shares of Common Stock, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due. If the Employee elects to satisfy the tax withholding obligation by having the Company withhold shares of Common Stock upon the vesting of the Restricted Stock, the number of shares of Common Stock to be withheld shall be based on the minimum estimated federal, state and local taxes payable by the Employee as a result of the vesting of the Restricted Stock.

 

5.

Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Employee’s employment at any time, nor confer upon the Employee any right to continue in the employ of the Company.

 

6.

No provision of this Agreement may be amended unless such amendment is in writing and signed by the Employee and the Company.

 

7.

All obligations of the Company under this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 

8.

To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof.

 

9.

This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.

 

The undersigned parties have executed this Agreement as of the day and year first above written.

 

 

TSS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Darryll Dewan

 

 

 

Darryll Dewan

 

 

 

President & Chief Executive Officer

 
       
  EMPLOYEE  
     
  /s/ Todd Marrott  
  Todd Marrott  
  Chief Operating Officer  

         

 

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