Rimini Street, Inc. (Form: 8-K, Received: 10/01/2020 16:33:05)

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

October 1, 2020 (October 1, 2020)

Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37397	36-4880301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

N/A

(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:


☐			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:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

RMNI

The Nasdaq Global Market

Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant

RMNIU

OTC Pink Current Information Marketplace

Warrants, exercisable for one share of Common Stock, $0.0001 par value

RMNIW

OTC Pink Current Information Marketplace

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

Effective October 1, 2020, Rimini Street, Inc. (the “Company”) appointed Mr. Michael Perica, age 49, as its Executive Vice President and Chief Financial Officer. In this capacity, Mr. Perica will function as the Company’s principal financial officer. Mr. Stanley Mbugua, the Company’s Group Vice President and Chief Accounting Officer, will continue to function as the Company’s principal accounting officer.

Prior to joining the Company, Mr. Perica served as Vice President Finance and Chief Financial Officer of the $1.2 billion Energy Systems Global business unit at Enersys (NYSE: ENS), a global leader in stored energy solutions. Mr. Perica joined Enersys in December 2018 as the result of Enersys’ acquisition of Alpha Technologies, where he led the sell-side process as Alpha Technologies’ Chief Financial Officer. Prior to his appointment as Chief Financial Officer in August 2015, he served as Alpha Technologies Vice President, International Finance and Operations since November 2013. Prior to his tenure at Alpha Technologies, Perica served as the Chief Financial Officer of Channell Commercial Corporation and spent 12 years as a sell-side analyst on Wall Street where he worked in senior publishing analyst positions at various investment banks. Mr. Perica holds a Bachelor of Business Administration degree in Accounting from Central Michigan University and a Master of Business Administration degree from the University of Southern California, Marshall School of Business.

Cash Compensation; Benefits. Under the terms of an Offer Letter dated August 28, 2020 (the “Offer Letter”), Mr. Perica will receive an annual base salary of $300,000 and a target annual incentive compensation opportunity of $200,000, each of which will be prorated for 2020. He also will also be eligible to participate in the Company’s long-term incentive compensation, retirement and other benefit plans and programs offered to the Company’s other senior executives.

Initial Long-Term Incentive Awards. The Offer Letter provides that Mr. Perica will receive, effective October 1, 2020, (i) a stock option award for 50,000 shares of common stock vesting in equal annual installments over a three-year vesting period following the grant date and (ii) an award of restricted stock units (“RSUs”) in respect of 100,000 shares of the Company’s common stock vesting in equal annual installments over a three-year vesting period following the grant date, in each case provided that Mr. Perica remains employed by the Company through the applicable vesting date. The per share exercise price of the stock options is $3.22, which was the closing sales price of a share of the Company’s common stock on October 1, 2020. Each of the equity awards was approved by the Compensation Committee of the Company’s Board of Directors and is subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and form RSU and stock option award agreements.

Mr. Perica was not appointed as an executive officer pursuant to any arrangement or understanding with any other person. Mr. Perica does not have any family relationships with any executive officer or director of the Company and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.


ITEM 7.01			REGULATION FD DISCLOSURE

On October 1, 2020,the Company issued a press release titled “Rimini Street Appoints Michael L. Perica as CFO.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act or the Exchange Act.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Exhibit Title

10.1†						Offer Letter to Michael Perica dated August 28, 2020
99.1						Press Release dated Octob er 1 , 2020 titled “Rimini Street Appoints Micha e l L. Perica as CFO ” (Furnished Only)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________________

† Management contract or compensatory plan or arrangement

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.


	RIMINI STREET, INC.


Dated: October 1, 2020	By:	/s/ Seth A. Ravin
		Name: Seth A. Ravin
		Title: Chief Executive Officer

Exhibit 10.1

August 28, 2020

Michael Perica

[Address redacted]

Dear Mr. Perica:

Rimini Street, Inc. (“Rimini Street”) is pleased to confirm our offer of employment to you as EVP

& Chief Financial Officer, reporting to Seth Ravin. The EVP & Chief Financial Officer, job description is enclosed. You will be based in your remote home office with a targeted start date of October 01, 2020 (“Start Date”).

Your annual salary is $300,000.00, which per pay period is $12,500.00, paid semi-monthly, subject to required withholding and deductions. You will have the opportunity to participate in the Company Bonus Plan at a target bonus of 66.67% of your annual salary at 100% achievement of all objectives, with the ability to earn more with over-achievement. The Company Bonus Program terms and conditions are described in Exhibit A.

Subject to the approval of Rimini Street’s Board of Directors (“Board”), you shall be granted an option (the “option”) to purchase 50,000 shares of Rimini Street Common Stock, at an exercise price equal to the fair market value of such shares on the date of the grant as determined by the Board. The option shall be granted pursuant to and upon the terms set forth in the Rimini Street, Inc. 2013 Equity Incentive Plan (“Stock Option Agreement”). So long as you remain actively employed by Rimini Street, the Option shall vest ratably on the first, second, and third anniversaries of the grant date. You will be required to agree to all terms and conditions within the Notice of Stock Option Grant and Stock Option Agreement in order to participate in the program. Once your grant has been approved by the Board, E*TRADE will send you an email notifying you to open your account and review/accept your award.

Additionally, subject to the approval of Rimini Street’s Board of Directors (“Board”), you shall be granted an award of Restricted Stock Units (“RSUs”) representing 100,000 shares of the Company's common stock (“Shares”). The RSUs will be granted under, and subject to the terms and conditions of, the Company’s 2013 Equity Incentive Plan (the “Plan”), as well as the terms and conditions to be set forth in the related RSU award agreement (the “RSU Agreement”) delivered pursuant to the Plan. So long as you remain actively employed by Rimini Street, the RSUs shall vest ratably on the first, second, and third anniversaries of the grant date. You will be required to agree to all terms and conditions within the RSU Agreement in order to participate in the program. Once your grant has been approved by the Board, E*TRADE will send you an email notifying you to open your account and review/accept your award.

Rimini Street, Inc.

Worldwide Headquarters 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 USA

Phone: +1 702.839.9671 Toll-Free: + 1 888.870.9692 Fax: +1 702.973.7491 riministreet.com

As a regular employee working at least 30 hours per week, you are also eligible to participate in our comprehensive benefits program, summarized in the attached Employee Benefits Guide.

This Offer of Employment supersedes any other offer and is made conditioned upon:

•Acceptable results from a background and reference check as well as verification of your employment history.

•Providing verification of your eligibility for employment in the United States.

•Please be advised that, while you may decline employment verification with your current employer at this time, we reserve the right to verify your current employment after your start date.

As well as your acceptance and execution of the following documents:

•The Rimini Street Employee Intellectual Property and Confidentiality Agreement

•Acceptable Use Policy

•Acknowledgment of the Employee Handbook

This offer is based on your individual skills and talent, and not based on a desire to benefit from any trade secrets, proprietary or confidential information and materials belonging to third parties (“Third Party Confidential Information”). In fact, you are not permitted to bring to Rimini Street, nor use at Rimini Street, any Third Party Confidential Information. Rimini Street respects Third Party Confidential Information of others.

This offer will expire on Sunday, August 30, 2020 at 5:00 PM Pacific Time, and is not meant to be construed as an employment contract. Your employment with Rimini Street will be "at will", meaning that either you or Rimini Street can terminate your employment at any time, for any reason or no reason.

To accept this Offer of Employment and this position, kindly sign below. Upon acknowledgement of your acceptance, you will receive instructions to complete the required documents, payroll and benefit information, and other items as appropriate for your new position.

We look forward to working with you to redefine enterprise software support at Rimini Street! Regards,

/S/ Seth A. Ravin

Seth A Ravin, CEO

I, Michael Perica, hereby accept this Offer of Employment:

☑ Michael Perica 8/28/2020 8:15 PM

Checking the checkbox above is equivalent to a handwritten signature.

EVP & Chief Financial Officer Job Description:

Under the Fair Labor Standards Act (FLSA) this position is Exempt. Please refer to the Employee

Handbook for definitions.

The Chief Financial Officer, CFO will work closely with the CEO, Board and executive team in leading the company in pursuit of continued gains in growth and operational efficiency. This executive must have CFO/senior financial leadership experience within a firm of similar size and complexity, along with significant public company experience. Rimini Street is a complex,

global, and multifaceted fast-paced environment with ambitious growth plans; the CFO will play an integral role in that growth and have significant corporate operational and M&A related responsibilities. This is an excellent career opportunity within a collaborative and talented team that embodies passion, expertise, and results.

The successful candidate will provide leadership and expertise in continually improving financial accounting and FP&A processes, sharpening the visibility to key data and integrating data to provide holistic business insight. He/she will sponsor finance team training and education and build the overall capability and capacity of the Finance function. He/she will have overall responsibility for those Rimini Street communications regarding financial, risk management, capital structure, planning, and financial operations of the company. The successful candidate will be a leader who has the gravitas, business savvy, cultural sensitivity, and people skills to influence and inspire others. Teamwork and collaboration are key in the Rimini culture, and therefore it will be critical that this individual demonstrates drive and urgency coupled with grit, thick-skin, camaraderie, emotional intelligence, and humility.

The CFO will collaborate with functional and line operations leaders to develop priorities and action plans to meet financial and operational goals in a balanced manner. In addition, this person will be responsible for internal ERP and control systems/processes, and their improvements, required to protect and properly report the financial information of the company consistent with the requirements of the SEC, the requirements of SOX, the IRS, and other regulators.

Essential Duties and Responsibilities

–Senior Management Responsibility for Functional Departments/Areas: Accounting, Treasury & Risk; FP&A and Government Compliance.

–Sponsorship of Major Initiatives including: Implementing new global ERP and performance reporting, SOX 404 compliance, planning and forecasting system and procedures; and implementing new accounting systems.

–Operational Finance Transformation: Lead the design and implementation of standardized processes, training and communities of practice for Business Managers and Financial Leaders. Demonstrated success in change management is critical. Enhance financial transparency in order to provide management with optimal decision-making capability.

–Corporate Treasury and Risk: Ensure effective international banking; FX monitoring; business continuity planning; and capital structure for the company.

–Corporate FP&A: Provide analysis, counsel and guidance on the financial planning and analysis that is critical to the future operation of the business. He or she must be forward leaning in their posturing of the company, anticipate the unexpected, and continuously optimize and improve the operations for all that is expected.

–Corporate Accounting and Government Compliance: Revenue Recognition Process Improvement, Training of Corporate staff, process improvement within the Corporate Accounting department - billing and collection processes, A/P processes, payroll processes, etc. Play a central advisory role in ensuring proper SOX compliance, SEC reporting, and GAAP/tax compliance. Evaluate and strategically shape the indirect rate structure.

–Corporate Finance: Key role in Investor Relations; public reporting, acquisition due diligence and integration. Work closely with the CEO on the communication of the company’s financial growth strategy to optimize value/valuation and shareholder value as a publicly traded company. Ensure that the proper KPIs are well understood by the Street and internally at Rimini.

–M&A Leadership and Financial Integration: Take a leadership role in the overall M&A strategy and execution including strategy development, sourcing, negotiations, and financial elements of integration.

–Procurement & Payroll: Ensure efficient execution of these two areas.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Michelle McGlocklin

Rimini Street, Inc.

+1 925 523-8414

mmcglocklin@riministreet.com

Rimini Street Appoints Michael L. Perica as CFO

Seasoned finance leader brings billion-dollar, public technology company CFO and extensive capital markets experience to support the Company’s next phase of growth

LAS VEGAS, October 1, 2020 – Rimini Street, Inc. (Nasdaq: RMNI), a global provider of business software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner, today announced the appointment of Michael L. Perica as executive vice president and chief financial officer (CFO) to support the Company’s next phase of growth. Perica leads the finance strategy and execution for Rimini Street and its global subsidiaries, and is responsible for all financial operations of the Company including global financial planning and analysis, accounting, revenue management, global treasury and tax, SEC reporting, finance systems and processes, audit, capital structure, capital markets activities, M&A and investor relations.

Successful 25 Year Track-Record in Financial Management and Capital Markets

Perica brings extensive public technology company financial leadership and capital markets experience to his new role at Rimini Street. Most recently, Perica served as vice president of finance and CFO of the $1.4 billion Energy Systems Global business unit at Enersys (NYSE: ENS), a global leader in stored energy solutions, where he led finance, treasury, tax, legal and HR. Perica joined Enersys as the result of a $750 million acquisition, where he led the sell-side process as CFO of Alpha Technologies, a leading provider of power conversion equipment, services and software to the telecommunications, renewable and industrial sectors. Prior to the sale of Alpha Technologies to Enersys, as CFO of Alpha Technologies, Perica developed and executed a strategic financial plan that resulted in a five-year period of double-digit compounded

Rimini Street Appoints Michael L. Perica as CFO page 2

annual revenue and EBITDA growth driven by services expansion and acquisitions. Prior to his tenure at Alpha Technologies, Perica served as CFO of Channell Commercial Corporation, a leading provider of outdoor enclosures and wire management solutions. Earlier, Perica spent 12 years at various Wall Street investment banks and concluded his capital markets career as senior vice president and head of research at Brean Capital (formerly Brean Murray, Carret & Co.). Earlier in his capital markets career, Perica led the technology, media and telecommunications practice at Kaufman Bros., led the technology practice at Gruntal & Co. and was a Zacks and Reuters top-rated analyst for communications equipment at Olde Financial Corp. where he advised client boards on IPOs, secondary offerings and other capital raise strategies and plans.

“Rimini Street is a well-run, disruptive and visionary leader in the fast-growing, global third-party enterprise software support market. The Company’s value proposition and business model has served the needs of more than 3,500 clients to date, including 175 Fortune 500 and Global 100 clients, and I believe is the optimal solution for tens of thousands of additional enterprises around the world,” said Perica. “I am excited about joining the Company at this stage of its growth and I am looking forward to partnering with CEO Seth Ravin and the rest of our incredibly talented and experienced senior executive team and Board to deliver accelerating growth, improving free cash flow and growing GAAP profitability.”

“Michael brings a wealth of experience to his new role as CFO of Rimini Street including a successful track record in financial planning, operations, capital markets, M&A and shareholder relations,” said Seth A. Ravin, Rimini Street co-founder, CEO and chairman of the board. “I look forward to partnering with Michael to grow our global business, provide more value to our clients and deliver better returns for our shareholders.”

Rimini Street Appoints Michael L. Perica as CFO page 3

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner. The Company offers premium, ultra-responsive and integrated application management and support services that enable enterprise software licensees to save significant costs, free up resources for innovation and achieve better business outcomes. To date, more than 3,500 Fortune 500, Fortune Global 100, midmarket, public sector and other organizations from a broad range of industries have relied on Rimini Street as their trusted application enterprise software products and services provider. To learn more, please visit http://www.riministreet.com, follow @riministreet on Twitter and find Rimini Street on Facebook and LinkedIn. (IR-RMNI)

Forward-Looking Statements

Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These statements are subject to a number of risks and uncertainties regarding Rimini Street’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the duration of and economic, operational and financial impacts on Rimini Street’s business of the COVID-19 pandemic, as well as the actions taken by governmental authorities, clients or others in response to the COVID-19 pandemic; catastrophic events that disrupt Rimini Street’s business or that of its current and prospective clients, changes in the business environment in which Rimini Street operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Rimini Street operates; adverse developments in pending litigation or in the government inquiry or any new litigation; Rimini Street’s need and ability to raise additional equity or debt financing on favorable terms and Rimini Street’s ability to generate cash flows from operations to help fund increased investment in Rimini Street’s growth initiatives; the sufficiency of Rimini Street’s cash and cash equivalents to meet its liquidity requirements; the terms and impact of Rimini Street’s outstanding 13.00% Series A Preferred Stock; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the customer adoption of Rimini Street’s recently introduced products and services, including its Application Management Services (AMS), Rimini Street Advanced Database Security, and services for Salesforce Sales Cloud and Service Cloud products, in addition to other products and services Rimini Street expects to introduce in the near future; the loss of one or more members of Rimini Street’s management team; uncertainty as to the long-term value of Rimini Street’s equity securities; and those risks discussed under the heading “Risk Factors” in Rimini Street’s Quarterly Report on Form 10-Q filed on August 5, 2020 and as updated from time to time by other filings by Rimini Street with the Securities and Exchange Commission. In addition, forward-looking statements provide Rimini Street’s expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause

Rimini Street Appoints Michael L. Perica as CFO page 4

Rimini Street’s assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street’s assessments as of any date subsequent to the date of this communication.

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© 2020 Rimini Street, Inc. All rights reserved. “Rimini Street” is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein.