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): April 7, 2021
DZS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-32743 |
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22-3509099 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File
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(I.R.S. Employer Identification No.) |
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5700 Tennyson Parkway, Suite 400 Plano, TX 75024 |
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(Address of Principal Executive Offices, including Zip Code) |
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(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.
On April 7, 2021 DZS Inc. (the “Company”) and Thomas Cancro, the Company’s Chief Financial Officer, entered into an amendment (the “Second Amendment”) to Mr. Cancro’s employment agreement (the “Employment Agreement”) with the Company. Pursuant to the Second Amendment, Mr. Cancro’s target bonus at full accomplishment of the Company’s goals was increased from $22,500 per quarter to $37,500 per quarter.
The foregoing descriptions of the Employment Agreement and the Second 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, (ii) the Amendment to the Employment Agreement, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 4, 2020, and (iii) the Second Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER |
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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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DZS INC. |
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Date: April 13, 2021 |
By: |
/s/ Justin Ferguson |
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Justin Ferguson |
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Chief Legal Officer |
Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 7, 2021 (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, as amended, and
Whereas, the Parties desire to amend Paragraph 3(b) 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 to 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.Compensation. Paragraph 3(b) 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.Compensation.
(b).Bonus. In addition to Executive’s annual salary, Executive shall be eligible to participate in a performance-based annual bonus program, to be earned and paid quarterly in equal installments. Executive’s target bonus at full accomplishment of the Company’s goals will be $37,500 per quarter. Executive’s actual bonus will be based upon the overall result of the Company compared to the quarterly performance metrics as set forth in the annual operating plan approved by the Board of Directors for each year. The annual bonus plan in the final payout will be approved by the Board of Directors or its Compensation Committee and is subject to change.
3.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.
4.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 Second Amendment to Employment Agreement effective as of the Amendment Effective Date.
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DZS INC. |
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EXECUTIVE |
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By: |
/s/ Charlie Vogt |
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/s/ Thomas Cancro |
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Charlie Vogt |
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Thomas Cancro |
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Chief Executive Officer |
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