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 19, 2017
Smith Micro Software, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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01-35525
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33-0029027
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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51 Columbia
Aliso Viejo, CA
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92656
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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: (949) 362-5800
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 (see General Instructions A.2. below):
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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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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
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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.
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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.
On June 19, 2017,
Smith Micro Software, Inc. (the “Company”)
announced the appointment of Timothy C. Huffmyer as Vice President and Chief Financial Officer of the Company. Mr. Huffmyer replaced
Steven M. Yasbek, who
resigned as Vice President and Chief Financial Officer of the Company effective on such date.
Mr. Huffmyer, age 43, most recently served as Vice President, Chief Financial Officer of Black Box Corporation, and served in various finance positions with Black Box Corporation since June 2004.
There are no arrangements or understandings between Mr. Huffmyer and any other persons pursuant to which Mr. Huffmyer was selected as the Chief Financial Officer of the Company. There are no family relationships between Mr. Huffmyer and any director or executive officer of the Company, and Mr. Huffmyer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed.
In connection with Mr. Huffmyer’s appointment, on June 19, 2017, the Company entered into an offer letter agreement (the “Offer Letter”) with Mr. Huffmyer, which provides that as Chief Financial Officer, Mr. Huffmyer will receive an annual base salary of $235,000 and will be eligible to participate in the Company’s bonus program for an annual amount of $100,000. In addition, Mr. Huffmyer will receive a grant of 50,000 fully vested shares under the Company’s equity incentive plan. A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 7.01
Regulation FD Disclosure.
On June 19, 2017, the Company issued a press release announcing the appointment of Timothy C. Huffmyer as its new Vice President and Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01
Financial Statement 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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Offer Letter by and between the Registrant and
Timothy C. Huffmyer,
dated June 19, 2017
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99.1
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Press Release, dated June 19, 2017
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1
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 thereunto duly authorized.
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Smith Micro Software, Inc.
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Date: June 20, 2017
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By:
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/s/ Timothy C. Huffmyer
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Timothy C. Huffmyer
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Vice President and Chief Financial Officer
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Exhibit 10.1
June 19, 2017
Timothy C. Huffmyer
Dear Tim:
On behalf of Smith Micro Software, it is a pleasure to extend to you an offer of employment as a
Chief Financial Officer.
If you accept this offer, you will begin work on
June 19, 2017
and report to William Smith, President and Chief Executive Officer.
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This is a full-time, exempt position with a salary of $9,972 per semi-monthly pay period, or when annualized $235,000 per year.
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You will be eligible to participate in the Corporate Bonus program for an annual amount of $100,000, which is paid quarterly based upon the corporation's achievement of set goals for revenue and operating income.
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As a part of your compensation package, the Compensation Committee has approved the grant of 50,000 fully vested shares of Smith Micro Software, Inc. Stock to be issued to you as of the beginning of your full-time employment. Details of your grant and the Stock Option Agreement will be provided to you after employment commences.
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Also, in accordance with the Smith Micro Employee Handbook, you will receive our standard benefits package, including vacation and sick time, as well as medical, dental, vision, short-term disability, long-term disability and life insurance coverage. You will be eligible to participate in the 401(k) and Section 125 (Flexible Spending Account) plans. Your eligibility for some benefits may be subject to the successful completion of the 90-day introductory period. Note that the precise benefits provided by the company may change over time, at the company's discretion. You will be notified of any changes no later than the date they become effective.
This offer of employment is not for any definite period of time and all employment with the Company is "at-will." This means that it can be terminated by you or by the Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that your job duties, title and responsibility and reporting level, compensation and benefits, as well as the Company's personnel policies and procedures, may be changed with or without notice at any time in the sole discretion of the Company. This "at-will" nature of your employment shall remain unchanged during your tenure as an employee and may not be changed, except in an express writing signed by you and by the Company's Chief Executive Officer.
This offer, and any employment pursuant to this offer, is conditioned upon the following:
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As authorized by you, the completion of a background check with satisfactory results.
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As required by law, your ability to provide satisfactory documentary proof of your identity and right to work in the United States of America no later than the third day after you commence
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Smith Micro Software, Inc. 151 Columbia. Aliso Viejo, CA 92656, USA I phone 949.362.5800 I fax: 949.296.0604 I
www.smithmicro.com
Exhibit 10.1
working for the Company. Please let me know if you
need a list of acceptable INS Form 1-9 documentation.
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Your signed agreement to, and ongoing compliance with, the terms of our standard
Employee Proprietary Information and Inventions Agreement
without modification.
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Your return of the enclosed copy of this letter, after being signed by you without modification, as instructed
no later than June 19, 2017
after which time this offer will expire. By signing and accepting this offer, you represent and warrant that you are not subject to any preexisting contractual or other legal obligation with any person, company or business enterprise which may be an impediment to your employment with, or your providing services to, the Company, as its employee. If you accept employment, you may not either bring onto Company premises or use in any manner any confidential or proprietary information developed, used or disclosed to you while you were employed by any company or entity.
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If you accept this offer, this letter and the written agreements referenced in this letter shall constitute the complete agreement between you and the Company with respect to the terms and conditions of your employment. Any representations not contained in this letter, or contrary to those contained in this letter (whether written or oral), that may have been made to you are expressly cancelled and superseded by this offer. Except as otherwise specified in this letter, the terms and conditions of your employment pursuant to this letter may not be changed, except by a writing issued by the Chief Executive Officer of the Company.
We look forward to you accepting this offer and a mutually rewarding relationship. As with any important decision, you should rely on your own independent investigation and judgment concerning the Company and its future prospects.
To indicate your acceptance of this offer, please date and sign in the space below. Please contact me with any questions. You should bring your INS Form 1-9 required identification, and proof of authorization to work with you on your first day.
We at Smith Micro look forward to working with you.
Sincerely,
/s/ Angel Hermes
Angel Hermes
Director, Human Resources
I accept this offer of employment as outlined above:
/s/ Timothy Huffmyer
June 19, 2017
Timothy Huffmyer
Date
Smith Micro Software, Inc. 151 Columbia. Aliso Viejo, CA 92656, USA I phone 949.362.5800 I fax: 949.296.0604 I
www.smithmicro.com
Exhibit 99.1
PR INQUIRIES:
Charles Messman
+1 949-362-5800
PR@smithmicro.com
Smith Micro Appoints Tim Huffmyer as New Chief Financial Officer
ALISO VIEJO, CA, June 19, 2017
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Smith Micro Software, Inc.
(NASDAQ:SMSI), today announced the appointment of Timothy C. Huffmyer as its new Chief Financial Officer, effective June 19, 2017. Huffmyer joins Smith Micro from Black Box Network Services, a leading digital solution provider, where he most recently served as Chief Financial Officer.
“Tim is a proven operational leader who brings extensive background in financial planning and analysis, as well as valuable enterprise technology sector expertise,” said William W. Smith, Jr., President and CEO of Smith Micro Software. “We are excited to welcome him as our new CFO as we look to Smith Micro’s next phase of development and growth.”
Huffmyer served as CFO of Black Box Network Services since 2012, and previously held several positions within the company reflecting a series of promotions that include Director of Finance and Corporate Controller. Prior to joining Black Box in 2003, Huffmyer served in various financial leadership and accounting roles at Ernst & Young, PrintCafe, Inc., CoManage Corporation and ITPI Staffing.
Mr. Huffmyer will succeed Steven Yasbek, who has served as Smith Micro’s Chief Financial Officer since 2014, who has concurrrently resigned to pursue other interests.
Mr. Smith added, “I want to thank Ziggy for his many contributions to Smith Micro since joining the company in 2008. We wish him the best in all his future endeavors.”
Exhibit 99.1
About Smith Micro Software, Inc.
Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers, device manufacturers, and enterprise businesses around the world. From optimizing wireless networks to uncovering customer experience insights, and from streamlining Wi-Fi access to ensuring family safety, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones. Our portfolio also includes a wide range of products for creating, sharing and monetizing rich content, such as visual messaging, video streaming, and 2D/3D graphics applications. For more information, visit smithmicro.com. (
NASDAQ: SMSI
).
Safe Harbor Statement:
This release contains forward-looking statements that involve risks and uncertainties, including without limitation, forward-looking statements relating to the company’s financial prospects and other projections of its performance, the existence of new sales opportunities and interest in the company’s products and solutions, the company's ability to increase its revenue by capitalizing on new opportunities, and customer concentration given that the majority of our sales depend on a few large client relationships, including Sprint. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are changes in demand for the company’s products from its customers and their end-users, new and changing technologies, customer acceptance and timing of deployment of those technologies, and the company's ability to compete effectively with other software and technology companies. These and other factors discussed in the company's filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release, and the company does not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.
Smith Micro and the Smith Micro logo are registered trademarks or trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective companies.