Exhibit 10.1
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): November 19, 2020
BOXLIGHT CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 8211 | 46-4116523 | ||
|
(State of Incorporation) |
(Primary Standard Industrial Classification Code Number.) |
(IRS Employer Identification No.) |
BOXLIGHT CORPORATION
1045 Progress Circle
Lawrenceville, Georgia 30043
(Address Of Principal Executive Offices) (Zip Code)
678-367-0809
(Registrant’s Telephone Number, Including Area Code)
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 the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock $0.0001 per share | BOXL | 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 (§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 [X]
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 Arrangements of Certain Officers. |
Appointment of New President
On November 19, 2020, Boxlight Corporation, a Delaware corporation (“Boxlight”), announced that the Company’s board of directors (the “Board”) had appointed Mark Starkey to serve as President of the Corporation. Michael Pope stepped down from the position of President but will continue in his roles as the Company’s Chief Executive Officer and Chairman of the Board. Mr. Starkey has served as CEO of Sahara Presentations Group PLC (“Sahara”) since February 2020. He served as Senior Director, EMEA and head of Sales Strategy for Western Europe at Dell and EMC from October 2015 through February 2020. From 2004 until 2015, Mr. Starkey worked in senior management roles at Localis UK, an IT integrator, including the positions of Managing Director, Chief Operating Officer and Commercial Director. Mr. Starkey started his career as a Chartered Accountant at Ernst & Young, where he worked from 1994 to 1998. Mr. Starkey received his B.Sc. degree in economics at Brunel University London and is qualified as a Chartered Accountant. Mr. Starkey has no family relationships with any director or executive officer of the Company.
Mr. Starkey will continue to be compensated pursuant to the terms of his current employment agreement with Sahara. Under his employment agreement, dated November 1, 2019 (the “Employment Agreement”), as amended by a deed of variation, dated September 24, 2020 (the “Deed of Variation”), Mr. Starkey receives annual compensation of £200,000, a quarterly bonus of £12,500 if he meets 90% of a gross profit target and £25,000 if he achieves 100% of the gross profit target, as such gross profit target may be set by the Corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £100,000. Mr. Starkey is entitled to 27 days of vacation, a company vehicle, and is required to provide the Corporation with 12 months’ advance notice prior to resignation.
The foregoing descriptions of the Employment Agreement and Deed of Variation do not purport to describe all of the terms of such agreements and are qualified in their entirety by reference to the Employment Agreement and Deed Variation, which are filed as Exhibits 10.1 and 10.2, respectively, hereto, and are incorporated herein by reference.
Transition of Global Sales and Marketing Role
Along with the above appointment, the Company will be phasing out the position of SVP Global Sales and Marketing, a position held by Daniel Leis. Mr. Leis’s last day with the Company will be November 30, 2020.
| Item 7.01. | Regulation FD Disclosure. |
On November 19, 2020, the Company issued a press release announcing the appointment of Mr. Starkey as the Company’s President. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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.
| Dated: November 19, 2020 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Michael Pope | |
| Name: | Michael Pope | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Exhibit 10.2
Dated 24 September 2020
DEED OF VARIATION
SAHARA PRESENTATION SYSTEMS PLC
and
MARK STARKEY
| 1 |
DEED OF VARIATION OF CONTRACT
This deed is dated 24 September 2020
PARTIES
| (1) | Sahara Presentation Systems PLC incorporated and registered in England and Wales with company number 1335211 whose registered office is at Europa House, Littlebrook, Shield Road, Dartford, Kent, DA1 5UR (Party 1) | |
| (2) | Mark Starkey of Glenwye, Windsor Lane, Wooburn Green, Bucks, HP10 0EG (Party 2) |
| (A) | Party 1 and Party 2 are party to a Service Agreement dated 1 November 2019 (Agreement) a copy of which is attached at the Schedule to this deed. |
| (B) | The parties wish to amend the Agreement as set out in this deed with effect from 24 September 2020 (Variation Date). |
AGREED TERMS
| 1. | TERMS DEFINED IN THE AGREEMENT |
In this deed, expressions defined in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement apply to this deed.
| 2. | VARIATION |
With effect from the Variation Date the Parties agree the following amendments to the Agreement:
Paragraph 2.1.4 of Schedule 2 shall be deleted and shall be replaced by the following:
“be involved in any Capacity in any business whose main business concern is that or intends to be that which is in direct competition with any Restricted Business for a period of:
2.1.4.1 12 months after Termination in the event that notice of termination is given by you in accordance with clause 14.1; or
2.1.4.2 6 months after Termination in the event that notice of termination is given by the Company in accordance with clause 14.1.
| 2 |
| 3. | REMAINING TERMS OF AGREEMENT |
For the avoidance of doubt the remaining terms of the Agreement shall be unaffected by this deed.
| 4. | GOVERNING LAW |
This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
| 5. | JURISDICTION |
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).
This deed has been entered into on the date stated at the beginning of it.
|
SIGNED as a deed by SAHARA PRESENTATION SYSTEMS PLC acting by a director in the presence of: |
Sign here | |
| /s/ Nigel Batley | ||
| Director |
Signature of witness /s/ Annette Gwenda Batley
Name (in CAPITAL LETTERS) ANNETTE GWENDA BATLEY
Address 28 Brattle Wood Sevenoaks, Kent TN 1QU
| 3 |
| SIGNED as a deed and delivered by MARK STARKEY in the presence of: | Sign here | |
| /s/ Mark Starkey |
Signature of witness /s/ John Ginty
Name (in CAPITAL LETTERS) JOHN GINTY
Address 69 Beehive Lane, Welwyn Garden City, Herts, AL7 4BN
| 4 |
THE SCHEDULE
COPY OF ORIGINAL SERVICE AGREEMENT
| 5 |
Exhibit 99.1
Boxlight Announces Mark Starkey as President
Lawrenceville, GA — (November 19, 2020) – Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology solutions, today announced that Mark Starkey has been appointed as President. Starkey will lead global sales and work cross-functionally across operations.
Starkey has a strong industry track record and has proven himself to be a technology visionary, offering Boxlight a unique advantage in a fragmented, evolving market. Starkey joined Boxlight through the acquisition of Sahara Presentation Systems in September 2020, an acquisition that provided geographic expansion into the EMEA region and a substantially improved financial outlook. He successfully led Sahara as its CEO through the sale amid significant market uncertainty, while producing strong financial performance. Boxlight has provided guidance that it expects the combined companies to generate greater than $27 million in revenue and positive Adjusted EBITDA for the fourth quarter of 2020.
“I am thrilled to add Mark’s experience, relationships and talents to our executive team as we navigate the next phase of Boxlight, with a specific focus on driving revenues within our target verticals, improved margins and strong profitability,” said Boxlight CEO Michael Pope. “We believe Mark is an ideal leader to help guide the company through the market opportunities ahead as we continue to disrupt education and corporate environments with interactive technologies.”
Having graduated with a Bachelor of Science (BSc), Economics at Brunel University London, Starkey qualified as a Chartered Accountant with EY before moving into the technology industry 22 years ago. Starkey spent 17 years with Logicalis in senior commercial management roles including COO and Managing Director before moving to EMC and Dell where he was initially responsible for the software business across EMEA before heading up the sales strategy for Western Europe. Starkey joined Sahara PLC as CEO in February this year and then joined Boxlight upon merging the companies in September 2020.
Mark Starkey commented, “I am honored to join the Boxlight executive team and have the opportunity to lead the global sales organization as we integrate the Sahara and Boxlight businesses. We have the best solutions in the market, we have the best sales team in the industry, and we have a very exciting future as we execute on our growth strategy.”
About Boxlight Corporation
Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology solutions under its award-winning brands Clevertouch® and Mimio®. The Company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, supporting accessories and professional services. For more information about the Boxlight story, visit http://www.boxlight.com.
Forward Looking Statements
This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements because of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, competition in the industry, etc. Boxlight encourages you to review other factors that may affect its future results in Boxlight’s filings with the Securities and Exchange Commission.
Contacts
Media Relations
Sunshine Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com
Investor Relations
Michael Pope
+1 360-464-4478
investor.relations@boxlight.com