Attached files
file | filename |
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EX-3.1 - EXHIBIT 3.1 - Network Cadence, Inc. | articles.htm |
EX-10.1 - EXHIBIT 10.1 - Network Cadence, Inc. | bonus_plan.htm |
EX-10.6 - EXHIBIT 10.6 - Network Cadence, Inc. | verecloud_8k-ex10x6.htm |
EX-10.5 - EXHIBIT 10.5 - Network Cadence, Inc. | verecould_8k-ex10x5.htm |
EX-10.3 - EXHIBIT 10.3 - Network Cadence, Inc. | verecloud_8k-ex10x3.htm |
EX-10.4 - EXHIBIT 10.4 - Network Cadence, Inc. | vereclous_8k-ex10x4.htm |
EX-10.2 - EXHIBIT 10.2 - Network Cadence, Inc. | verecloud_8k-ex10x2.htm |
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): January 25, 2010
VERECLOUD,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-52882
|
26-0578268
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
6569
South Greenwood Plaza Boulevard
|
|
Number
400
Englewood,
Colorado
|
80111
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(877)
711-6492
(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 (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
3.03 Material Modification to
Rights of Security Holders.
Effective January 25, 2010, Verecloud,
Inc. (the “Company”) effected a four-for-one forward split of the issued and
outstanding shares of the Company’s common stock, par value $0.001 (“Common
Stock”), pursuant to which each share of the Company’s issued and outstanding
Common Stock was converted into four shares of Common Stock (the “Forward
Split”). As a result of the Forward Split, the number of issued and
outstanding shares of the Company’s Common Stock increased from 11,845,000 to
47,380,000.
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 26, 2010, the Board of
Directors (the “Board”) adopted the Verecloud, Inc. Unit Bonus Plan (the “Unit
Bonus Plan”) and granted unit awards (“Unit Awards”) to certain current key
employees of the Company pursuant to the terms of such Unit Bonus
Plan. The Unit Bonus Plan provides that a participant’s Unit Award
will vest and become payable only upon the first to occur of the following
events: (i) a change in control of the Company (a “Change in Control”), (ii) a
valuation of the Company equal to, or in excess of, $30 million that is
sustained for a period of 15 consecutive days (a “Market Valuation Event”) or
(iii) the participant’s involuntary separation from service by the Company
without cause or by reason of the participant’s death or disability (an
“Involuntary Separation”). The
Company may pay the Unit Award to the participant in cash or common stock
as determined by the Board in its sole discretion. Except in
the event of a Involuntary Separation, a participant's right to receive payment
for his Unit Award is subject to the Continuous Service (as defined in the
Company's 2009 Equity Incentive Plan) of the participant through the date of
vesting of such Unit Award.
The total
value of the unit pool is equal to, as applicable, 12.5 percent of the following
amounts: (i) the total consideration received by the Company upon a Change in
Control or (ii) the fair market value of the outstanding shares of common stock
of the Company at the time of a Market Valuation Event or an applicable
Involuntary Separation (the “Company Value”). Mark Faris, the
Chairman of the Board, received a Unit Award equal to five (5) percent of the
Company Value, William Perkins, Chief Technology Officer, received a Unit Award
equal to two and one-half (2.5) percent of the Company Value and Mike Cookson,
Chief Operating Officer, received a Unit Award equal to two (2) percent of the
Company Value.
On January 26, 2010, the Board also
approved the Company entering into Retention Bonus Agreements (each, a
“Retention Agreement”) with five employees, including Daniel Vancanti, Lynn
Schlemeyer, Mark Faris, Mike Cookson and William Perkins. Since
November 1, 2009, the annual salary of these five employees has been reduced by
25 percent. Each Retention Agreement provides that, subject to the
employee’s continuous service with the Company from the effective date of the
Retention Agreement through the date of the “Triggering Event” (as defined
below), the employee may receive a bonus, in the form of either cash or stock,
in an amount equal to the salary such employee has foregone since November 1,
2009. The “Triggering Event” is the Board’s declaration to pay a
bonus based on one of the following events: (i) a Change of Control,
as such term is defined in the Company’s 2009 Equity Incentive Plan, (ii)
removal of the “going concern” status of the Company rendered by an external
audit and as reported in the Company’s public filings, (iii) the receipt of
intermediate-term financing, which is determined by the Board to merit the
approval of the bonus, or (iv) the entry into a material definitive agreement,
which is determined by the Board to merit the approval of the
bonus.
The foregoing descriptions of the Unit
Bonus Plan and Retention Agreements are qualified in their entirety by reference
to the complete text of the Unit Bonus Plan and Retention Agreements, copies of
which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto and are
incorporated herein by reference.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On January 25, 2010, the Company filed
an amendment to its Articles of Incorporation (the “Amendment”), changing the
name of the Company from Network Cadence, Inc. to Verecloud, Inc.
The foregoing description of the
Amendment is qualified in its entirety by reference to the complete text of the
Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated
herein by reference.
(b)
Exhibits
Exhibit
#
|
Description
|
Reference
|
||
3.1
|
Amendment
to the Company’s Articles of Incorporation
|
Attached
herewith
|
||
10.1
|
Verecloud,
Inc. Unit Bonus Plan, dated January 27, 2010
|
Attached
herewith
|
||
10.2
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Daniel
Vacanti, dated January 27, 2010
|
Attached
herewith
|
||
10.3
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Lynn Schlemeyer, dated
January 27, 2010
|
Attached
herewith
|
||
10.4
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Mark Faris, dated
January 27, 2010
|
Attached
herewith
|
||
10.5
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Mike Cookson, dated
January 27, 2010
|
Attached
herewith
|
||
10.6
|
Retention
Bonus Agreement by and between Verecloud, Inc. and William Perkins, dated
January 27, 2010
|
Attached
herewith
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERECLOUD,
INC.
|
||
Date:
January 29, 2010
|
By:
|
/s/
John McCawley
|
John
McCawley
|
||
Chief
Executive Officer
|
Exhibit
#
|
Description
|
Reference
|
||
3.1
|
Amendment
to the Company’s Articles of Incorporation
|
Attached
herewith
|
||
10.1
|
Verecloud,
Inc. Unit Bonus Plan, dated January 27, 2010
|
Attached
herewith
|
||
10.2
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Daniel
Vacanti, dated January 27, 2010
|
Attached
herewith
|
||
10.3
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Lynn Schlemeyer, dated
January 27, 2010
|
Attached
herewith
|
||
10.4
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Mark Faris, dated
January 27, 2010
|
Attached
herewith
|
||
10.5
|
Retention
Bonus Agreement by and between Verecloud, Inc. and Mike Cookson, dated
January 27, 2010
|
Attached
herewith
|
||
10.6
|
Retention
Bonus Agreement by and between Verecloud, Inc. and William Perkins, dated
January 27, 2010
|
Attached
herewith
|