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): October 1, 2015
PRESBIA PLC
(Exact Name of Registrant as Specified in Charter)
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Ireland (State or Other Jurisdiction of Incorporation) |
001-36824 (Commission File Number) |
98-1162329 (IRS Employer Identification No.) |
120/121 Baggot Street Lower
Dublin 2 Ireland
(Address of Principal Executive Offices)(Zip Code)
+353 (1) 659 9446
Registrant's Telephone Number
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)) |
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As previously disclosed in a Current Report on Form 8-K filed on June 5, 2015 (the “Prior 8-K”) by Presbia PLC (the “Company”), Zohar Loshitzer resigned as the Chief Business Development Officer of the Company, effective September 30, 2015. As previously disclosed in the Prior 8-K, Mr. Loshitzer will continue to serve as a director of the Company. On October 1, 2015, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Loshitzer pursuant to which Mr. Loshitzer will provide certain business consulting services to the Company and receive an annual consulting fee of $60,000. The Consulting Agreement has a one-year term and can be terminated by either party at any time. A copy of the Consulting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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10.1 |
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Consulting Agreement, by and between Presbia PLC and Zohar Loshitzer, dated October 1, 2015 |
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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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PRESBIA PLC |
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By: |
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/s/ Richard Fogarty |
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Name: |
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Richard Fogarty |
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Title: |
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Chief Accounting Officer |
Dated: October 2, 2015
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Exhibit |
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10.1 |
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Consulting Agreement, by and between Presbia PLC and Zohar Loshitzer, dated October 1, 2015 |
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the “ Agreement ”), dated as of October 1, 2015, is by and between Presbia PLC, an Irish incorporated public limited company (the “ Company ”), and Zohar Loshitzer (the “ Consultant ”).
W I T N E S S E T H :
WHEREAS, the Company desires to retain the Consultant to provide certain business consulting services to the Company pursuant to the terms set forth in this Agreement; and
WHEREAS, the Consultant is willing to provide such services on the terms set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:
1. Services . The Company hereby retains the Consultant, on a non-exclusive basis, to render business consulting services to the Company and its affiliates from time to time as the Company and the Consultant shall agree upon. Such services may be rendered at the Consultant’s offices or at such other locations selected by the Consultant as the Consultant and the Company shall from time to time agree upon. The Consultant agrees to perform all services provided hereunder in accordance with all applicable laws, rules and regulations.
2. Compensation . As consideration for the services, the Company agrees to pay Consultant a $60,000 annual consulting fee during the term of this Agreement, payable monthly. The compensation payable hereunder shall be in addition to any compensation payable to the Consultant for his services as a director of the Company.
3. Reimbursement of Expenses . In addition to the compensation provided for in paragraph 2 above, within 15 days of the receipt of an invoice therefor, the Company will reimburse the Consultant for or, if requested by Consultant, advance to Consultant the reasonable, actual out-of-pocket expenses incurred, or to be incurred, by the Consultant in performing services hereunder for the Company, upon the Consultant’s rendering of statements therefor together with such supporting data as the Company reasonably shall require, provided , however , that all such expenses must be pre-approved by the Company.
4. Term and Termination . This Agreement shall become effective on the date hereof (the “ Effective Date ”). This Agreement will expire on the first (1st) anniversary of the Effective Date; provided , however , that this Agreement may be extended upon the mutual written consent of the Company and the Consultant. Either party may terminate this Agreement at any time upon written notice to the other party (provided that a pro rata portion of the compensation payable under Section 2, and any reimbursement due under Section 3, at the time of such termination shall be due and payable).
5. Indemnification and Confidentiality . Reference is made to (i) the Indemnification Agreement, dated January 14, 2015, between the Company and the Consultant and (ii) the Indemnification Agreement, dated March 20, 2014, between Presbia USA, Inc., an affiliate of the Company, and the Consultant (together, the “ Indemnification Agreements ”). The Company and the Consultant acknowledge and agree that the terms of the Indemnification Agreements shall govern the Consultant’s provision of services under this Agreement. Reference is made to the Employee Covenants Agreement, dated as of November 1, 2013, by and between the Company and the Consultant (the “ Covenant Agreement ”). The Company and the Consultant acknowledge and agree that notwithstanding that the Consultant ceased to be an employee of the Company effective as of September 30, 2015, the Convenant Agreement remains in effect and its terms shall govern the the Consultant’s provision of services under this Agreement.
6. Amendment . Neither this Agreement nor any provision hereof may be modified, waived, terminated or amended except expressly by an instrument in writing, signed by the Consultant and the Company.
7 . Assignment . This Agreement may not be assigned by either party without the consent of the other party; provided , however , that the Consultant may assign the proceeds hereof to any party; and provided further that this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns upon any permitted assignment.
8. Enforceability . In the event that any provision of this Agreement shall be held to be void or unenforceable, in whole or in part, the remaining provision(s) of this Agreement and, in the event a provision has been held void or unenforceable in part, the remaining portion of said provision shall continue in full force and effect, provided that the business purpose and financial substance of this Agreement shall not have been materially changed thereby.
9. Notices . All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given when received if delivered personally (followed promptly by first class mail), one day after delivery by Federal Express or a similar nationally recognized delivery service for overnight delivery, or on the second business day after mailing, first class, postage prepaid, by registered or certified mail, return receipt requested, as follows (or to such other address as either party shall designate by notice in writing to the other party in accordance herewith):
If to the Company:
Presbia PLC
120/121 Baggot Street Lower
Dublin 2, Ireland
Attention: Chief Executive Officer
If to the Consultant:
Zohar Loshitzer
c/o Orchard Capital Corporation
4700 Wilshire Blvd.
Los Angeles, CA 90010
10. Waiver . No delay or omission by either party in exercising any right, power or remedy accruing to such party upon the other party’s breach of any provision of this Agreement shall be deemed a waiver thereof, nor shall any waiver of any single breach be deemed a waiver of any preceding or succeeding breach of such provision or any other provision herein contained.
11. Independent Contractor . The Consultant shall, for purposes of this Agreement, be an independent contractor with respect to the Company.
12. Governing Law . This Agreement shall be governed by the laws of the State of California, without regard to principles of conflicts of law, whether of such state or any other state.
13. Counterparts . This Agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written.
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PRESBIA PLC |
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/s/ Richard T. Fogarty |
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Title: Chief Accounting Officer |
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ZOHAR LOSHITZER |
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/s/ Zohar Loshitzer |
[ Signature Page to Consulting Agreement ]