- Current report filing (8-K)
May 21 2010 - 2:11PM
Edgar (US Regulatory)
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): May 18, 2010
ViewCast.com, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-29020
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75-2528700
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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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3701 W. Plano Parkway, Suite 300
Plano, Texas
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75075
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(972) 488-7200
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:
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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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Item 1.01. Entry into a Material Definitive Agreement
Employment Agreement
The Compensation Committee of the Board of Directors approved amended and restated employment
agreements effective May 18, 2010 for David T. Stoner, the President and Chief Executive Officer,
and for Laurie L. Latham, the Chief Financial Officer and Senior Vice President of Finance and
Administration, which agreements were executed on May 18, 2010. The employment agreements have
each been in effect since March 1, 2007 and are renewed annually with ongoing automatic one-year
renewals unless one of the parties elects in advance not to renew the agreement in which case the
term becomes a one year term. The employment agreements provide for (i) for annual base
compensation of $215,000 and $185,000 for Mr. Stoner and Ms. Latham, respectively; (ii) for
incentive compensation deemed appropriate for the position, at our Board of Directors discretion,
which may be earned for each calendar year, and (iii) for an twelve (12) month non-compete and
non-solicitation period upon termination of employment. Each agreement provides for a related 2010
Executive Incentive Compensation Plan for the executive, which provides for incentive based
quarterly and annual bonuses based 50% on meeting profitability goals and 50% on meeting revenue
growth targets.
Under the employment agreement, Mr. Stoner and Ms. Latham will be entitled to the following
payments if employment is terminated by ViewCast without cause or by the employee due to a
significant change in the nature and scope of the authority, powers, functions, benefits or duties
attached to their position: (i) the twelve months of salary payments, (ii) the reimbursement for
six months of COBRA premiums and (iii) payment of quarterly bonus if all requirements, other than
employment on the date of payment, have been met. In the event ViewCast terminates employment
following a change in control, Mr. Stoner and Ms. Latham will be entitled to (i) twelve months of
salary payments and (ii) payment of quarterly bonus if all requirements, other than employment on
the date of payment, have been met.
This description of the Agreements is qualified in its entirety by reference to the
Agreements, which are filed as Exhibits 10.45 and 10.46 to this report and are incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.45
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Amended and Restated Employment Agreement by and between ViewCast.com, Inc.
and David T. Stoner, amended and restated as of May 18, 2010.
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10.46
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Amended and Restated Employment Agreement by and between ViewCast.com, Inc.
and Laurie L Latham, amended and restated as of May 18, 2010.
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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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VIEWCAST.COM, INC.
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Date: May 21, 2010
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By:
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/s/ Laurie L. Latham
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Laurie L. Latham, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.45
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Amended and Restated Employment Agreement by and between ViewCast.com, Inc.
and David T. Stoner, amended and restated as of May 18, 2010.
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10.46
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Amended and Restated Employment Agreement by and between ViewCast.com, Inc.
and Laurie L Latham, amended and restated as of May 18, 2010.
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