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
November 30, 2018
Date
of Report (Date of earliest event reported)
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SANUWAVE Health, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-52985
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20-1176000
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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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3360
Martin Farm Road, Suite 100, Suwanee, Georgia
(Address
of principal executive offices)
30024
(Zip
Code)
(770)
419-7525
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 (see General Instruction A.2.
below):
[ ] 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))
Indicate
by check mark whether the registration is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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
1.01
Entry into a Material Definitive Agreement.
On
November 30, 2018, SANUWAVE Health, Inc. (the “
Company
”) entered into an
Employee/Employer Agreement (the “
Agreement
”) with Kevin Richardson
as more particularly described in Item 5.02 to this Current Report
on Form 8-K (this “
Report
”).
The
description of the Agreement contained in Item 5.02 of this Report
is qualified in its entirety by reference to the full text of the
Agreement filed herewith as
Exhibit 10.1
, which is
incorporated herein by reference.
Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c)
On
November 30, 2018, the
Company entered into the Agreement pursuant to which Kevin
Richardson, age 50, has been hired to serve as Chief Executive
Officer of the Company. Mr. Richardson’s appointment as Chief
Executive Officer was made effective on November 30, 2018.
Prior to his appointment, Mr. Richardson was Acting Chief Executive
Officer of the Company. Mr. Richardson will continue to serve
as Chairman of the Board of Directors of the
Company.
Mr.
Richardson joined the Company as Chairman of the Board of Directors
in October of 2009.
Since 2014, Mr.
Richardson has been the Acting Chief Executive Officer of the
Company. In addition, since 2004, Mr. Richardson served as managing
partner of Prides Capital LLC, an investment management firm, until
September 2018.
Mr. Richardson graduated from Babson College
with a BS in Finance and Investments and earned an MBA in Finance
from the University of North Carolina.
Mr.
Richardson has no family relationships with any executive officer
or director of the Company.
Pursuant to the
Agreement, Mr. Richardson agreed to serve as the Chief Executive
Officer of the Company commencing on November 30, 2018. Mr.
Richardson is entitled to an annual base salary of $350,000, with
the right to change the salary based on performance reviews and
recommendations from the compensation committee of the Board of
Directors of the Company.
Mr.
Richardson is also eligible to earn an annual bonus award of up to
one hundred percent of his annual salary based on the achievement
of certain performance goals established by the Company’s
board of directors. Mr. Richardson is also eligible to receive a
one-time sign on bonus of $145,833.33 if certain company goals are
met as established by the Board of Directors of the
Company.
Mr.
Richardson is entitled to participate in the Company’s
employee benefit plans. The Agreement contains a covenant not to
compete, which covers the term of employment and two years
thereafter, and a confidentiality provision, which is
indefinite.
The
Agreement’s term continues until December 31, 2019. At the
expiration of the Agreement, the Agreement shall continue in full
force and effect from year-to-year until terminated at the written
option of either party no later than 30 days prior to the annual
renewal date of January 1.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Description
10.1
Offer Letter, dated as of
November 30, 2018 by and between SANUWAVE Health, Inc. and Kevin
Richardson.
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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SANUWAVE HEALTH, INC.
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Date:
December 4, 2018
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By:
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/s/ Lisa E. Sundstrom
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Lisa E.
Sundstrom
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Controller
and Chief Financial Officer
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EMPLOYEE/EMPLOYER
AGREEMENT
Effective as of
November 30, 2018
BE IT KNOWN,
that
this AGREEMENT is entered into on November 30, 2018 and shall be in
effect through December 31, 2019, between SANUWAVE Health,
(referred to at times as the “Employer” or the
“Company”), located at 3360 Martin Farm Rd., Suwanee,
GA 30024 and
Kevin Richardson,
Acting Chief Executive Officer and Chairman of the Board
(hereafter referred to as the “Employee”)
.
After the expiration of this
Agreement, the Agreement continues in full force and effect from
year-to-year until terminated at the written option of either party
(Employee or Employer) no later than 30 days prior to the annual
renewal date of January 1. Written option of termination must be
sent to either party with a copy to Human Resources.
IN WITNESS THEREOF,
the above parties wish to enter into this Agreement and express the
need to define and set forth within this instrument the terms and
conditions of employment of the above-named employee by
SANUWAVE.
THEREFORE,
in
consideration of the mutual covenants and agreed upon stipulations
set forth below, it is hereby solemnly agreed upon and this legally
binding by the Employer and Employee as follows:
COMPENSATION
, Your current base salary
as semimonthly, exempt compensation at $14,583.33 per pay period
($350,000.00 annually) less payroll deductions and all required
withholdings. Your salary may be adjusted annually upon performance
reviews and the company reserves the right to change your salary at
any time based upon recommendations from the compensation committee
of the Board of Directors.
BONUS COMPENSATION
You will be eligible
to earn an annual base bonus award of up to one-hundred percent
(100%) of your annual salary based on the achievement of certain
performance goals established by the Company’s Board of
Directors. You will also be eligible to receive a one-time sign on
bonus of $145,833.33 if certain company goals are met, also
established by the Board of Directors.
EQUITY
You will continue to be eligible
to receive future stock option grants as approved annually by the
Board of Directors.
SEVERANCE
Except
in situations where the employment of Employee is terminated for
Cause (as defined below) or for death or disability, in the event
that the Company terminates Employee’s employment at any
time, Employee will be eligible to receive an amount equal to 12
months of Employee’s then-current base salary, which amount
shall be payable in the form of salary continuation or, in the
Company’s discretion, a lump sum. Employee’s
eligibility for the foregoing severance payments is conditioned on
Employee executing and delivering the Company’s standard
release agreement (the “Release”) within forty-five
(45) days following the termination date of Employee’s
employment with the Company and not revoking the Release during any
applicable statutory revocation period. If Employee complies with
the conditions of the foregoing sentence, the severance payments
will commence on the 60th day following the termination of
Employee’s employment with the Company. Employee shall not be
entitled to any severance payments pursuant to this Agreement if
Employee’s employment is terminated for Cause, by
Employee’s death or disability, or if Employee’s
employment is terminated by Employee.
For
purposes of this Agreement, “Cause” shall mean:
(i) Employee commits a crime involving dishonesty, breach of
trust, or physical harm to any person; (ii) Employee willfully
engages in conduct that is in bad faith and materially injurious to
the Company, including but not limited to, misappropriation of
trade secrets, fraud or embezzlement; (iii) Employee commits a
material breach of this Agreement, which breach is not cured within
20 days after written notice to Employee from the Company; or
(iv) Employee willfully refuses to implement or follow a
lawful policy or directive of the Board of Directors of the
Company, which breach is not cured within 20 days after written
notice to Employee from the Company.
BENEFITS
As a full-time employee,
effective December 1, 2018 you will be eligible to participate in a
comprehensive benefits package which includes medical, dental,
vision, life insurance, short-term and long-term disability
benefits, as well as an opportunity to participate in the Company
401(k) plan and may make changes to your current elections during
open enrollment or with-in 30 (thirty) days of a quailed Life
Event. Additionally, you will continue to accrue 6 weeks’
vacation and 5 sick days as well as 9 paid holidays. Company
sponsored benefits and eligibility requirements are provided in the
employee handbook to be provided.
COMPLIANCE WITH RULES
. You will be
expected to abide by all SANUWAVE rules, regulations and Company
Policies. Throughout your employment, you are responsible for
advising the Chairman of Compensation Committee of the Board of
Directors and Human Resources of any factors that may affect your
ability to work for the Company without interruption.
RIGHT OF INSPECTION
. You acknowledge and
agree that the Company has unlimited access to your equipment and
work product when it’s deemed to be necessary and may
inspect, with or without notice.
AT-WILL EMPLOYMENT
. As an at-will
employee, you may terminate your employment at any time, with or
without cause. Likewise, as an at-will employer, the Company may
terminate your employment at any time, with or without cause. The
Company also retains the right to make all other decisions
concerning your employment (e.g. promotions, demotions, job
responsibilities, or any other managerial decisions) with or
without cause, in the exercise of its discretion. This at-will
employment relationship cannot be changed except in a writing
signed by you and the Chairman of the Compensation Committee of the
Board of Directors.
NON-COMPETE AND CONFIDENTIALITY AGREEMENT,
INSIDER TRADING AND CODE OF BUSINESS CONDUCT/ETHICS
. You are
required to sign the enclosed Non-Compete and Confidentiality
Agreement, Insider Trading and Code of Business Conduct/Ethics and
return it with other items included in the complete offer package
you will receive.
GOVERNING LAW; EXCLUSIVE FORUM:
This
Agreement will be governed by and construed according to the laws
of the State of Georgia. Both The Company and I hereby irrevocably
agree that the exclusive forum for any suit, action, or other
proceeding arising out of or in any way related to this Agreement
shall be in the state or federal courts in Georgia, and both The
Company and I agree to the exclusive personal jurisdiction and
venue of any court in Fulton County, Georgia and waive any defense
thereto.
ENTIRE AGREEMENT; NO MODIFICATIONS
. This
letter is the final and exclusive embodiment of the entire
agreement between you and the Company with respect to the terms and
conditions of your employment, and they supersede any promises or
representations made to you by anyone, whether oral or
written.
Please
sign, date and EMAIL this letter as acceptance of our offer of
employment and in agreement with the terms described in this letter
to Melissa Miller, the Company’s Human Resources Director at
Melissa.Miller@Sanuwave.com
.
Kevin,
we look forward to your favorable
reply and continued productive and enjoyable working relationship.
Please contact me if you have any further questions.
Very
truly yours,
Alan
Rubino
Chairman of the
Compensation Committee of the Board of Directors
ACCEPTED
AND AGREED TO:
__Alan
L. Rubino________________ _Kevin A. Richardson
II_________________
Name Printed
Name Printed
/s/Alan L.
Rubino
________________
/s/Kevin A. Richardson
II
___ Nov 30, 2018
Name Signed
Name Signed
Date Signed