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): December 1, 2020
DZS INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
000-32743 |
22-3509099 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
5700 Tennyson Parkway, Suite 400
Plano, TX 75024
(Address of Principal Executive Offices, Including Zip Code)
(469) 327-1531
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.001 par value |
DZSI |
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 ☐
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.
As a result of the delay in Thomas Cancro, the Company’s Chief Financial Officer, being able to relocate his residence to the area of the corporate headquarters of DZS, Inc. (the “Company”) due to the COVID-19 pandemic, on December 1, 2020 the Company and Mr. Cancro entered into an amendment (the “Amendment”) to Mr. Cancro’s employment agreement (the “Employment Agreement”) with the Company. Pursuant to the Amendment, the Company agreed to extend the period in which it would reimburse Mr. Cancro for reasonable housing and automobile expenses by three (3) months.
The foregoing descriptions of the Employment Agreement and the Amendment do not purport to be complete and are qualified in their entirely by reference to the full text of (i) the Employment Agreement, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 25, 2019, and (ii) the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
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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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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Date: December 4, 2020 |
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DZS Inc. |
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By: |
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/s/ Justin Ferguson |
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Justin Ferguson |
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Chief Legal Officer |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 1, 2020 (the “Amendment Effective Date”), by and between DZS Inc. (f/k/a Dasan Zhone Solutions, Inc.) (the “Company”), and Thomas Cancro (the “Executive”), collectively, the “Parties.”
Whereas, the Company and Executive entered into that certain Employment Agreement (the “Agreement”) dated December 2, 2019, and
Whereas, the Parties desire to amend Paragraph 3(d) of the Agreement in the manner reflected herein, and
Whereas, the Compensation Committee of the Board of Directors of the Company has approved the Amendment of the Agreement in the manner reflected herein,
Now Therefore, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:
1.Housing and Automobile Allowance. Paragraph 3(d) of the Agreement is hereby deleted
and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement):
“3. (d)Housing and Automobile Allowance. During the term of Executive’s employment and until fifteen (15) months from the effective date of this agreement, the Company shall pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures for reasonable housing and automobile expenses in the San Francisco Bay area or Dallas / Fort Worth metroplex per month.”
2.Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
3.Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date.
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DZS INC. |
EXECUTIVE |
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By: /s/ Charlie Vogt |
/s/ Thomas Cancro |
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Charlie Vogt |
Thomas Cancro |
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Chief Executive Officer |
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