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): June 24, 2015 (June 19, 2015)
SMTP, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36280 |
05-0502529 |
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(State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer
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10 Tara Blvd, Suite 430, Nashua, NH |
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03062 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: 877-705-9362
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(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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers
On June 19, 2015 the registrant:
A.
Amended Edward Lawton’s employee agreement. A copy of the amendment is attached as Exhibit 10.1 .
B.
Amended Nicholas Eckert’s employee agreement. A copy of the amendment is attached as Exhibit 10.3 .
C.
Amended Richard Carlson’s employee agreement. A copy of the amendment is attached as Exhibit 10.5 .
The amended employee agreements primarily relate to changes in the above person’s bonus compensation.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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Employee Agreement Amendment – Edward Lawton |
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10.2 |
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Employee Agreement – Edward Lawton (incorporated by reference to the Company’s Form 8-K filed August 18, 2014) |
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Employee Agreement Amendment – Nicholas Eckert |
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10.4 |
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Employee Agreement – Nicholas Eckert (incorporated by reference to the Company’s Form 8-K filed November 12, 2014) |
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Employee Agreement Amendment – Richard Carlson |
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10.6 |
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Employee Agreement – Richard Carlson (incorporated by reference to the Company’s Form 8-K filed November 12, 2014) |
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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SMTP, INC. |
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By: |
/s/ Edward S. Lawton |
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Edward S. Lawton, |
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Chief Financial Officer |
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Dated: June 24, 2015
EXHIBIT 10.1
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the “ Agreement ”) is made and entered into on June 19, 2015 by and between SMTP, Inc., a Delaware corporation (the “ Company ”); and Edward Lawton (“ Employee ”).
1.
This Agreement amends that certain Employee Agreement dated August 15, 2013 [ sic 2014] made and entered into by the parties hereto (the “ Employee Agreement ”). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
2.
The August 15, 2013 date contained is the first paragraph of the Agreement is deleted and replaced with August 15, 2014.
3.
The section titled “Other Compensation - Bonus” of Appendix B of the Employee Agreement is deleted and replaced with the following:
I.
Quarterly Bonus Compensation:
Employee shall be eligible for bonus compensation that will be paid on a quarterly basis (the “Quarterly Bonus”) that will be earned and payable as follows:
The annual bonus target amount is $40,000 (the Quarterly Bonus target amount is $10,000), and will be based on the performance of the Company’s executive group and the individual Employee and based upon overall Company performance.
The Quarterly Bonus is earned at the close of the applicable quarter and is intended to be paid shortly after the Company reports its financials publicly each quarter.
If Employee’s employment is terminated for any reason, Employee shall be paid (a) the full Quarterly Bonus earned, as determined solely by the Company’s Board of Directors, for the most recently completed quarter and if Employee’s employment is terminated by the Company or by mutual agreement, Employee shall be paid (b) a pro-rated Quarterly Bonus, as determined solely by the Company’s Board of Directors, for the calendar quarter in which termination occurs.
4.
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.
Signature Page Attached
IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first written above.
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SMTP, INC. |
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By: |
/s/ Jonathan M. Strimling |
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(Witness signature) |
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Jonathan M. Strimling, |
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CEO |
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EMPLOYEE |
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/s/ Edward Lawton |
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(Witness signature) |
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Edward Lawton |
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EXHIBIT 10.3
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the “ Agreement ”) is made and entered into on June 19, 2015 by and between Interinbox, SA, a Swiss corporation (the “ Company ”); and Nicholas Eckert (“ Employee ”).
1.
This Agreement amends that certain Contract of Employment dated September 1, 2012 made and entered into by the parties hereto (the “ Employee Agreement ”). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
2.
The following shall be inserted into Appendix B of the Employee Agreement, which shall read as follows:
II.
Quarterly Bonus Compensation:
Employee shall be eligible for bonus compensation that will be paid on a quarterly basis (the “Quarterly Bonus”) that will be earned and payable as follows:
The annual bonus target amount is CHF 20,000 (the Quarterly Bonus target amount is CHF 5,000), and will be based on the performance of the executive group and the individual Employee and based upon overall SMTP, Inc. performance.
The Quarterly Bonus is earned at the close of the applicable quarter and is intended to be paid shortly after SMTP, Inc reports its financials publicly each quarter.
If Employee’s employment is terminated for any reason, Employee shall be paid (a) the full Quarterly Bonus earned, as determined solely by SMTP’s Board of Directors, for the most recently completed quarter and if Employee’s employment is terminated by the Company or by mutual agreement, Employee shall be paid (b) a pro-rated Quarterly Bonus, as determined solely by SMTP’s Board of Directors, for the calendar quarter in which termination occurs.
3.
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.
Signature Page Attached
IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first written above.
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INTERINBOX, SA. |
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By: |
/s/ Edward Lawton |
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(Witness signature) |
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Edward Lawton |
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Director |
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EMPLOYEE |
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/s/ Nicholas Eckert |
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(Witness signature) |
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Nicholas Eckert |
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EXHIBIT 10.5
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the “ Agreement ”) is made and entered into on June 19, 2015 by and between SharpSpring, Inc., a Delaware corporation (the “ Company ”) and Richard Carlson (“ Employee ”).
1.
This Agreement amends that certain Employee Agreement dated September 8, 2014 made and entered into by the parties hereto (the “ Employee Agreement ”). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
2.
The Vesting Schedule contained in Item I. of Appendix B of the Employee Agreement is amended to read as follows:
Vesting Schedule: The options vest as follows: 50% vest on December 31, 2016; 25% vest on December 31, 2017; and 25% vest on December 31, 2018. The option grant shall be made pursuant to SMTP’s 2010 Employee Stock Plan and subject to the terms of the SMTP Employee Stock Plan’s standard non-statutory stock option agreement.
3.
Item II. shall be inserted into Appendix B of the Employee Agreement, which shall read as follows:
II.
Quarterly Bonus Compensation:
Employee shall be eligible for bonus compensation that will be paid on a quarterly basis (the “Quarterly Bonus”) that will be earned and payable as follows:
The annual bonus target amount is $20,000 (the Quarterly Bonus target amount is $5,000), and will be based on the performance of the executive group and the individual Employee and based upon overall SMTP, Inc. performance.
The Quarterly Bonus is earned at the close of the applicable quarter and is intended to be paid shortly after SMTP, Inc reports its financials publicly each quarter.
If Employee’s employment is terminated for any reason, Employee shall be paid (a) the full Quarterly Bonus earned, as determined solely by SMTP’s Board of Directors, for the most recently completed quarter and if Employee’s employment is terminated by the Company or by mutual agreement, Employee shall be paid (b) a pro-rated Quarterly Bonus, as determined solely by SMTP’s Board of Directors, for the calendar quarter in which termination occurs.
4.
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.
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: |
/s/ Edward Lawton |
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(Witness signature) |
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Edward Lawton |
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Chief Financial Officer |
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EMPLOYEE |
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/s/ Richard Carlson |
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(Witness signature) |
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Richard Carlson |
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