false
0000948708
0000948708
2021-08-12
2021-08-12
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): August 12, 2021
Smith Micro Software, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-35525
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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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5800 Corporate Drive
Pittsburgh, PA
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15237
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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: (412) 837-5300
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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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SMSI
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NASDAQ
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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 ☐
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
(c) On August 12, 2021, Smith Micro Software, Inc. (the “Company”) announced that Michael K. Fox has been appointed as Interim Vice President, Finance of the Company effective as of August 10, 2021 and will become the Interim Chief Financial Officer as of the date when Tim Huffmyer, the Company’s current Chief Financial Officer, vacates that office, which, as previously disclosed, is expected to be on or about September 3, 2021.
Mr. Fox, age 56, most recently was serving as a consultant in executive finance roles for various private equity-backed portfolio companies, primarily in the logistics and industrial refrigerant industries, from October 2019 until his appointment by the Company. Prior thereto, from July 2019 to October 2019 Mr. Fox served as Interim Vice President of Finance at Scientel Solutions, LLC, a private telecommunications and engineering consulting company. From October 2017 to December 2018, Mr. Fox served as Chief Financial Officer, Americas for A-Gas, a global private refrigerant and reclamation company. Prior thereto, from February 2015 to September 2017, Mr. Fox served as Vice President of Finance and Chief Financial Officer of FedEx Supply Chain (formerly GENCO), a North American provider of integrated logistics management and services across technology, retail, consumer and healthcare business sectors, and prior thereto he served as GENCO’s Senior Vice President of Finance from January 2012 to January 2015. Prior to his service at GENCO, Mr. Fox served in various leadership and accounting roles, including at Alloy, Inc., iGate Corporation and Ernst & Young. Mr. Fox holds Bachelor of Science degrees in Accounting and in Business Management from Indiana University of Pennsylvania and is a certified public accountant.
There are no arrangements or understandings between Mr. Fox and any other persons pursuant to which Mr. Fox was selected as the Interim Vice President, Finance or Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Fox and any director or executive officer of the Company, and Mr. Fox 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. Fox’s appointment, on August 6, 2021, the Company entered into an offer letter (the “Offer Letter”) with Mr. Fox, which provides that Mr. Fox will receive an annual base salary of $250,000 and will be eligible to participate in the Company’s standard benefits programs. A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure
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The Company issued a press release on August 12, 2021 announcing the appointment of Mr. Fox to the positions set forth above in Item 5.02, a copy of which is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
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: August 12, 2021
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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
August 6, 2021
Michael K. Fox
Dear Mike:
On behalf of Smith Micro Software, Inc. (“Company”), it is a pleasure to extend to you an offer of employment, serving initially as the Company’s Interim Vice President, Finance. If you accept this offer, you will begin work on August 10, 2021, or an otherwise mutually agreed start date thereafter, and you will report to Bill Smith, Chief Executive Officer and President. You would serve in the role of Interim Vice President, Finance for a brief transition period through the date on which the Company’s current Chief Financial Officer separates from employment, expected September 3, 2021, and from such time until the Company appoints a permanent Chief Financial Officer, you would serve as the Company’s Interim Chief Financial Officer.
In consideration of your performance of the duties of Interim Vice President, Finance, and subsequently the duties of Interim Chief Financial Officer, you will be entitled to receive the following compensation and benefits:
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Base salary of $10,416.67, per semi-monthly pay period, or when annualized $250,000.00 per year.
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Vacation accrual to begin at fifteen (15) days annually and follow company policy.
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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. 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.
Smith Micro Software, Inc. | 5800 Corporate Drive, 5th Floor, Pittsburgh, PA 15237, USA | phone: 412.837.5300 | www.smithmicro.com
August 6, 2021
Smith Micro Offer Letter - Michael K. Fox
Page 2 of 3
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 and pre-employment drug test with satisfactory results is required within 7 business days of your acceptance of this letter.
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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 working for the Company. Please let me know if you need a list of acceptable USCIS Form I-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 a copy of this letter, after being signed by you without modification, as instructed no later than 8/9/2021, after which time this offer will expire. By signing and accepting this offer, you represent and warrant that you are not subject to any pre-existing 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.
August 6, 2021
Smith Micro Offer Letter - Michael K. Fox
Page 3 of 3
We are confident your skills and experience will be a tremendous benefit to the Company during this important period. 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, date and sign in the space below.
We at Smith Micro look forward to working with you.
Sincerely,
/s/Angel Hermes
Angel Hermes
Global Director, Human Resources
I accept this offer of employment as outlined above:
/s/Michael K. Fox08/06/2021
Michael K. FoxDate
EXHIBIT 99.1
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IR INQUIRIES:
Charles Messman
Investor Relations
949-362-5800
IR@smithmicro.com
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Smith Micro Announces Michael Fox as Interim Vice President of Finance; will transition to Interim Chief Financial Officer
PITTSBURGH, PA, August 12, 2021 – Smith Micro Software, Inc. (NASDAQ: SMSI) today announced that as part of the orderly transition to replace Tim Huffmyer as Chief Financial Officer, the Company has hired Mike Fox as its interim Vice President of Finance. Following Mr. Huffmyer’s departure, Mr. Fox will serve as the Company’s interim CFO while the Company continues its search for a permanent CFO over the next several months.
Mr. Fox is an accomplished business leader with over 25 years of experience in executive finance, having held operations roles at large-scale organizations, including serving as a CFO or senior finance executive in both private and public companies.
The Company is continuing its formal search for a CFO, which it initiated last month following Huffmyer’s announcement that he would leave his position in early September to pursue a new opportunity.
Smith Micro Announces Michael Fox as Interim Vice President of FinancePage 2 of 2
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 and cable MSOs around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. For more information, visit www.smithmicro.com.
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 owners.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements regarding future events or results, including statements related to the Company’s expected future performance and other statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are changes resulting from or relating to difficulties in hiring or retaining key management personnel, the ongoing COVID-19 pandemic, including changes in consumer behavior, changes in our customers’ retail store operations and/or changes in health and safety recommendations and requirements, changes in customer or platform requirements and limitations on our ability to compete effectively with other software and technology companies. These and other factors discussed in our 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, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.