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): August 1, 2017 (July 28, 2017)
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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550
SW 2nd Avenue, Gainesville, FL
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32601
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
888-428-9605
(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:
[ ]
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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).
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by checkmark 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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
July 28, 2017 the board of directors (“Board”) of SharpSpring, Inc. (the “Company”) took the following
actions:
The
Company accepted Semyon Dukach’s resignation as the Company’s Chair of the Board of Directors and as a member of the
Board and elected Steven Huey as the Company’s new Chair of the Board of Directors. Mr. Huey has served as a Company director
since December 2016. The Chair of the Board of Directors is a non-executive position.
The
Company entered into employee agreement amendments with each of Edward S. Lawton, the Company’s Chief Financial Officer
and Travis Whitton, the Company’s Chief Technology Officer. The employee agreement amendments provide Messrs. Lawton and
Whitton with six months of severance pay if their employment is terminated by the Company without cause (as defined) or if they
leave the Company for good reason (as defined). This description of their employee agreement amendments is not complete, and is
qualified in its entirety by reference to the employee agreement amendments attached hereto as
Exhibit 10.1
and
Exhibit
10.2
, which are incorporated by reference herein.
Additionally,
the Board reorganized the composition of the Company’s Audit Committee, Compensation Committee, and Nominating/Corporate
Governance Committee. These Committees are now comprised of the following Board members, all of whom are independent:
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Audit
Committee
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Compensation
Committee
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Nominating/Corporate
Governance Committee
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David
A. Buckel*
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Marietta
Davis*
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John
L. Troost*
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Roy
W. Oliver
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David
A. Buckel
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Marietta
Davis
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John
L. Troost
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Steven
A. Huey
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Roy
W. Oliver
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*Committee
Chair
Item
8.01 Other Events.
Press
Release
On
July 31, 2017, the Company issued a press release announcing
the
election of Steven Huey as the Company’s new Chair of the Board of Directors
. A copy
of the press release is attached as
Exhibit 99.1
to this report and incorporated herein by reference.
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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Employee
Agreement Amendment – Edward S. Lawton.
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10.2
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Employee
Agreement Amendment – Travis Whitton.
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99.1
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Press
release dated December July 31, 2017.
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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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SHARPSPRING, INC.
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By:
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/s/
Edward S. Lawton
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Edward
S. Lawton,
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Chief
Financial Officer
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Dated:
August 1, 2017
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the “
Agreement
”)
is made and entered into on July 28, 2017 by and between SharpSpring, Inc., a Delaware corporation (the “
Company
”);
and Edward Lawton (“
Employee
”).
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1.
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This Agreement amends that certain Employee Agreement dated August 15, 2014 made and entered into
by the parties hereto, as amended from time to time (the “
Employee Agreement
”). Capitalized terms herein have
the same meaning as used in the Employee Agreement, unless otherwise noted.
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2.
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Article Nine - Termination of Employment is deleted and replaced with the following:
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9.1.
Termination of Employment.
Employee’s employment hereunder shall automatically terminate upon (i) his death; (ii) Employee voluntarily leaving the employ
of the Company; (iii) at the Company’s sole discretion, upon fifteen (15) days prior written notice to Employee if the Company
terminates his employment hereunder without Cause; (iv) at the Company’s sole discretion, upon two (2) days prior written
notice to Employee if the Company terminates his employment hereunder for Cause. For purposes hereof, Cause shall include (i) Employee’s
willful malfeasance, misfeasance, nonfeasance or gross negligence in connection with the performance of his duties, (ii) any willful
misrepresentation or concealment of a material fact made by Employee in connection with this Employee Agreement; or (iii) the willful
breach of any material covenant made by Employee hereunder.
9.2.
Severance Benefits Payment
.
In the event that the Employee voluntarily leaves the employ of the Company because of Good Reason (as defined below) or if the
Company terminates his employment hereunder without Cause, then the Employee shall be entitled to receive payment of severance
benefits equal to the Employee’s monthly base salary in effect on the date of termination for six (6) months (the “
Severance
Period
”) following the date of termination. Such payments will be made ratably over the Severance Period according to
the Company’s standard payroll schedule, commencing on the first regular payroll date of the Company following the Employee’s
date of termination. Health insurance benefits with the same coverage provided to the Employee prior to the termination (e.g.,
medical, dental, optical, mental health) and in all other material respects comparable to those in place immediately prior to the
termination will be provided at the Company’s expense during the Severance Period. Additionally, Employee shall be entitled
to any portion of any Other Compensation (as described in Section 4.2) due to Employee pro-rated to the date of termination, payable
on the first regular payroll date of the Company following the Employee’s date of termination. For purposes hereof, “Good
Reason” shall mean any material diminution in the Employee’s responsibilities, title or authority, or without Employee’s
consent, any reduction in the Employee’s then-current compensation as set forth in Article 4 hereof, or any material breach
by the Company of this Employee Agreement or any other agreement between the Company and the Employee, that is not cured within
30 days after written notice of such condition is given by Employee to the Board.
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3.
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All other provisions of the Employee Agreement remain in full force and effect, other than any
provision that conflicts with the terms and spirit of this Agreement.
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IN WITNESS WHEREOF
, the Parties have
executed this Agreement on the date first written above.
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SHARPSPRING, INC.
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By:
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/s/ Richard Carlson
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Richard Carlson, CEO
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EMPLOYEE
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/s/ Edward Lawton
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Edward
Lawton
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EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the “
Agreement
”)
is made and entered into on July 28, 2017 by and between SharpSpring Technologies, Inc., a Delaware corporation (the “
Company
”)
and Travis Whitton (“
Employee
”).
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1.
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This Agreement amends that certain Employee Agreement dated August 15, 2014 made and entered into
by the parties hereto, as amended from time to time (the “
Employee Agreement
”). Capitalized terms herein have
the same meaning as used in the Employee Agreement, unless otherwise noted.
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2.
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Article Seven - Termination of Employment is deleted and replaced with the following:
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7.1.
Termination of Employment.
Employee’s employment hereunder shall automatically terminate upon (i) his death; (ii) Employee voluntarily leaving the employ
of the Company; (iii) at the Company’s sole discretion, upon fifteen (15) days prior written notice to Employee if the Company
terminates his employment hereunder without Cause; (iv) at the Company’s sole discretion, upon two (2) days prior written
notice to Employee if the Company terminates his employment hereunder for Cause. For purposes hereof, Cause shall include (i) Employee’s
willful malfeasance, misfeasance, nonfeasance or gross negligence in connection with the performance of his duties, (ii) any willful
misrepresentation or concealment of a material fact made by Employee in connection with this Employee Agreement; or (iii) the willful
breach of any material covenant made by Employee hereunder.
7.2.
Severance Benefits Payment
.
In the event that the Employee voluntarily leaves the employ of the Company because of Good Reason (as defined below) or if the
Company terminates his employment hereunder without Cause, then the Employee shall be entitled to receive payment of severance
benefits equal to the Employee’s monthly base salary in effect on the date of termination for six (6) months (the “
Severance
Period
”) following the date of termination. Such payments will be made ratably over the Severance Period according to
the Company’s standard payroll schedule, commencing on the first regular payroll date of the Company following the Employee’s
date of termination. Health insurance benefits with the same coverage provided to the Employee prior to the termination (e.g.,
medical, dental, optical, mental health) and in all other material respects comparable to those in place immediately prior to the
termination will be provided at the Company’s expense during the Severance Period. Additionally, Employee shall be entitled
to any portion of any Other Compensation (as described in Section 4.2) due to Employee pro-rated to the date of termination, payable
on the first regular payroll date of the Company following the Employee’s date of termination. For purposes hereof, “Good
Reason” shall mean any material diminution in the Employee’s responsibilities, title or authority, or without Employee’s
consent, any reduction in the Employee’s then-current compensation as set forth in Article 4 hereof, or any material breach
by the Company of this Employee Agreement or any other agreement between the Company and the Employee, that is not cured within
30 days after written notice of such condition is given by Employee to the Board.
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3.
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All other provisions of the Employee Agreement remain in full force and effect, other than any
provision that conflicts with the terms and spirit of this Agreement.
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IN WITNESS WHEREOF
, the Parties have
executed this Agreement on the date first written above.
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SHARPSPRING
TECHNOLGIES, INC.
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By:
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/s/
Richard Carlson
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Richard Carlson,
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CEO and President
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EMPLOYEE
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/s/
Travis Whitton
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Travis Whitton
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SharpSpring
Appoints Steve Huey as Chairman of the Board of Directors
GAINESVILLE,
FL — July 31, 2017 —
SharpSpring, Inc.
(NASDAQ: SHSP)
, a global provider of cloud-based marketing technologies,
has appointed Steve Huey as its new chairman of the board of directors. Huey, who has been a board member since December 2016,
assumes the chairmanship from Semyon Dukach, who is resigning from the board, effective immediately.
“We
are excited to have Steve accept this important role, and bring additional value to the board as chairman,” said SharpSpring’s
CEO, Rick Carlson. “Adding Steve to our board in December, as well as the recent additions of Roy W. Olivier and Marietta
Davis, has significantly strengthened our board over the past few months and we are excited to drive results with this new team
now in place.”
Huey
added: “I am incredibly appreciative of the opportunity to take on a more active role at SharpSpring and remain dedicated
to the goal of creating long-term shareholder value. When I first joined the board in December, I said that I believed this company
still had most of its growth opportunities ahead of it. And in the time that I’ve spent on the board since then, my belief
has only strengthened. I look forward to working more closely with the board and leadership team to continue the company’s
operational progress and scale the business to new levels.”
“On
behalf of the entire board, I would like to thank Semyon for his many years of service and dedication to SharpSpring, and wish
him continued success in his future endeavors,” concluded Huey.
About
SharpSpring, Inc.
SharpSpring,
Inc
. (NASDAQ: SHSP) is a rapidly growing, highly-rated global provider of affordable marketing automation delivered via a
cloud-based Software-as-a Service (SaaS) platform. Thousands of businesses around the world rely on SharpSpring to generate leads,
improve conversions to sales, and drive higher returns on marketing investments. Known for its innovation, open architecture and
free customer support, SharpSpring offers flexible monthly contracts at a fraction of the price of competitors making it an easy
choice for growing businesses and digital marketing agencies. Learn more at
www.sharpspring.com.
Company
Contact:
Edward
Lawton
Chief
Financial Officer
617-500-0122
IR@sharpspring.com
Investor
Relations:
Liolios
Group, Inc.
Matt
Glover or Najim Mostamand
949-574-3860
SHSP@liolios.com