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): November 9, 2015
MobileIron, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36471 |
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26-0866846 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer
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MobileIron, Inc.
415 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 919-8100
(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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 9 , 2015 , MobileIron , Inc. (the “ Company ”) entered into the Second Amendment to Lease (the “ Lease Amendment ”) with Renault & Handley Middlefield Road Joint Venture, as successor to Renault & Handley Employees Investment Co mpany . The Lease Amendment amends that certain Lease, dated April 14, 2011, as amended (the “ Lease ”) for the Company’s headquarters at 415 East Middlefield Road, Mountain View, California 94043, covering approximately 25,430 square feet.
Pursuant to the Lease Amendment, the term s of the Company’s lea se, which was set to expire on March 31 , 2016 , is extended through June 30, 2017. Additionally , beginning on April 1, 2016 the Company’s monthly rental rate will increase from the current monthly rental rate of $65,482.25 to $ 89,005.00 per month. This rate will continue in effect until April 1, 2017, when it will increase to $91, 6 75.15 per month.
The foregoing description of the Lease Amendment is qualified in its entirety by reference to the full text of the Lease Amendment , a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference .
Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Ar rangements of Certain Officers.
On November 9 , 2015 , the Compensation Committee of the Board of Directors of the Company approved an amendment to the Participation Notice, as amended (the “ Participation Notice ”) , of Simon Biddiscombe, Chief Financial Officer of the Company, pursuant to the Company’s Severance Benefit Plan. A copy of the Severance Benefit Plan and form of Participation Notice (the “ Severance Plan ”) was filed with the Company’s Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 4, 2015. Pursuant to Mr. Biddiscombe’s Participation Notice, if Mr. Biddiscombe is involuntarily ter minated as an employee without C ause (as defined in the Severance Plan) , absent a Change In Control (as defined in the Severance Plan), he will be entitled to receive (a) cash severance in in accordance with the Company’s standard payroll practices and subject to standard payroll deductions and withholdings for twelve months after termination, and (b) payment of health insurance premiums for twelve months after termination pursuant to the Company’s group health insurance plans as provided pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) to the extent such COBRA premiums exceed the costs previously paid by Mr. Biddiscombe for group health insurance coverage while employed by the Company. Mr. Biddiscombe’s Participation Notice remains unchanged i n the case of a Change i n Control Termination (as defined in the Severance Plan) .
Item 9.01 . Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Second Amendment to Lease , dated November 9, 2015 , by and among the Company and Renault & Handley Middlefield Road Joint Venture. |
SIGNATURES
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.
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MobileIron, Inc. |
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Dated: November 12 , 2015 |
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By: |
/s/ Laurel Finch |
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Laurel Finch |
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Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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10.1 |
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Second Amendment to Lease , dated November 9, 2015 , by and among the Company and Renault & Handley Middlefield Road Joint Venture. |
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SECOND AMENDMENT TO LEASE
This Second Amendment to Lease (“ Second Amendment”) , dated November 9 , 2015 , by and between Renault & Handley Middlefield Road Joint Venture (“Lessor”), as successor to Renault & Handley Employees Investment Co. (the “Original Lessor”), and MobileIron , Inc., a Delaware corporation (“Lessee”), amends that certain Lease , dated April 14, 2011 , by and between Original Lessor and Lessee , as amended by that certain First Amendment to Lease dated April 18, 2014 (the “First Amendment”) between Lessor and Lessee (as so amended, the “Lease”) , for the Premises located at 415 East Middlefield Road, Mountain View , California with reference to the following facts:
RECITALS
A. WHEREAS, the term of the Lease is currently scheduled to expire on March 31, 2016 .
B. WHEREAS, Lessee has exercised its Option to Extend the term of the Lease pursuant to Paragraph 6 of the First Amendment and Lessor and Lessee have agreed upon the Base Monthly Rental during the Option Period.
B . WHEREAS, Lessor and Lessee desire to amend the Lease to (i) extend the Lease term for a period of fifteen (15) months , (ii) prov ide for Base Monthly R ent payable under the Lease for the extended term, and (iii) evidence certain other amendments to the Lease, all as more particularly set forth herein.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Lessor and Lessee agree as follows:
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1. RECITAL S; DEFINED TERM S : The recitals set forth above are incorpora ted by reference into this Second Amendment as though set forth at length. Capitalized terms used but not defined herein shall have the meanings given them in the Lease. |
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2. TERM : The Lease is hereby extended for a period of fifteen ( 1 5 ) months , commencing on April 1, 2016 and terminating June 30, 2017 (the “ Extended Term”). During the Extended Term, all of the terms, covenants and conditions of the Lease shall be applicable except as set forth herein and except that Lessee shall have no further option to extend the term of the Lease and Paragraph 6 of the First Amendment shall be of no further force or effect. |
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3. RENTAL : Base Monthly Rent for the Exten d ed Term shall be payable to Lessor without defense, deduction or offset at such place or places as may be designated from time to time by Lessor in the following amounts: |
Commencing on April 1, 2016 , and on the first day of each and every succeeding month to and including March 1, 2017 , $ 89.005.00 shall be due.
Commencing on April 1 , 2017 , and on the first day of each and every succeeding month to and including June 1, 2017 , $ 91,675.15 shall be due.
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4. SECURITY DEPOSIT : Lessor currently holds an existing Security Deposit of $ 31,787.50 . Within two (2) business days after full execution of this Amendment, Lessee shall deposit an additional $ 59,887.65 and the sum of $ 91,675.15 shall be held by Lessor as security for the full and faithful performance of each and every term, condition, covenant and provision of the Lease, as may be extended , as provided in the Lease . |
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5. CONDITION OF PREMISES : Lessee has accepted possession of the Premises, and Lessor shall have no obligation to alter or improve the Premises, or to pay any costs of any such alteration s or improvements , subject to and without in any way altering or limiting Lessor’s continuing repair and maintenance obligations under the Lease . For purposes of Section 1938 of the California Civil Code, Lessor hereby discloses to Lessee, and Lessee hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). |
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6. FULL FORCE & EFFECT : As of the date hereof, the Lease is in full force and effect. From and after the date hereof, the term “Lease” shall mean the Lease as amended by this Second Amendment. |
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7. ENTIRETY : Except as provided in this Second Amendment, the Lease is the entire agreement between the parties and there are no agreements or representations between the parties except as expressed herein. Moreover, no subsequent change or modification of the Lease, as amended, shall be binding unless in writing and fully executed by Lessor and Lessee. |
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8. BROKERS : Lessor and Lessee each represent and warrant to the other that it has had no dealings with any broker, finder or other person who has a right to a fee or commission in connection with this Second Amendment, except Lessor’s broker, Renault & Handley, Inc., and Lessee’s broker, Savills-Studley . Lessor and Lessee shall indemnify, defend and hold the other harmless against any loss or liability arising from a breach of the foregoing representation and warranty by Lessor or Lessee, as the case may be. Lessor shall pay a 3% commission to Savills-Studley and a 3% commission to Renault & Handley , half upon full execution of this Second Amendment and half upon the first day of the Extended Term . |
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9. MISCELLANEOUS : Any inconsistencies or conflicts between the terms and provisions of the Lease and the terms and provisions of this Second Amendment shall be resolved in favor of the terms and provisions of this Second Amendment. This Second Amendment may be executed and delivered in any number of counterparts, including delivery by facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
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10. AUTHORITY : Lessor and Lessee each represent and warrant to the other that it has full authority to enter into and perform this Second Amendment without the consent or approval of any other person or entity including, without limitation, any mortgagees, partners, ground lessors, or other superior interest holders o r interested parties. Each person signing this Second Amendment on behalf of Lessor or Lessee represents and warrants that he or she has the full and complete authority, corporate, partnership or otherwise, to bind Lessor or Lessee, as the case may be, to this Second Amendment. |
IN WITNESS THEREOF, Lessor and Lessee have executed this Second Amendment as of the date first above written .
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Lessee: |
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Lessor: |
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MobileIron , Inc ., a Delaware corporation |
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Renault & Handley Middlefield Road Joint Venture |
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By Handley Management Corporation, Its Managing Partner |
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By: /s/ Laurel Finch |
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By: /s/ Fred Caspersen |
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Name: Laurel Finch |
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Name: R. Frederick Caspersen |
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Its. VP and General Counsel |
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Its: President |
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Date: November 9 , 2015 |
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Date: November 9 , 2015 |
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