Attached files
| file | filename |
|---|---|
| EX-10.1 - PEERLESS SYSTEMS CORP | v195613_ex10-1.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
August
26, 2010
Date of
Report (Date of earliest event reported)
PEERLESS
SYSTEMS CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation)
|
0-21287
(Commission
File Number)
|
95-3732595
(IRS
Employer
Identification
Number)
|
2361
Rosecrans Avenue
El
Segundo, CA 90245
(Address
of principal executive offices) (Zip Code)
(310)
536-0908
(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))
Item 1.01. Entry into a Material Definitive
Agreement
Employment Agreement with
Timothy E. Brog
Peerless Systems Corporation, a
Delaware corporation (the “Company”), has entered into an Employment Agreement
(the “Employment Agreement”), dated August 26, 2010, with Timothy E. Brog
pursuant to which Mr. Brog has been appointed as Chief Executive Officer of the
Company. Mr. Brog has served as a director of the Company since 2007
and Chairman of the Company’s Board of Directors (the “Board”) since June
2008.
The Employment Agreement provides that
Mr. Brog will receive a base salary of $340,000 and will be eligible to be
considered for a bonus and options semi-annually. Mr. Brog also
received a grant of 200,000 shares of restricted common stock, par value $0.01
per share (the “Common Stock”), one quarter of which will vest if prior to
August 26, 2013 the average closing price of the Common Stock on the
Nasdaq Capital Market is greater than or equal to the target prices of $3.75,
$4.00, $4.25 and $4.50, respectively, for 15 consecutive trading
days.
The Employment Agreement will renew on
each of August 26, 2011 and August 26, 2012, unless either party provides 120
days’ prior notice to the other party. Thereafter, it may be
terminated by either party with 90 days’ prior notice to the other
party.
If Mr. Brog’s employment is terminated
without Cause (as defined in the Employment Agreement), he will receive unpaid
salary and benefits, plus a severance payment equal to six months’
salary. Additionally, if Mr. Brog is terminated without Cause prior
to August 26, 2013, 100,000 shares of his restricted stock will vest (or 50,000
shares, if the remaining shares have already vested).
The foregoing is a summary of the
material terms of the Amendment. Reference should be made to the full
text of the Amendment, which is filed herewith as Exhibit 10.1, for a complete
understanding of its terms.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On
August 26, 2010, the Company entered into the Employment Agreement with Mr.
Brog, whereby Mr. Brog became the Company’s Chief Executive Officer. The
summary of the Employment Agreement included in Item 1.01 above is incorporated
herein by reference.
Mr. Brog,
age 46, has served the Company as a director since July 2007 and has been
Chairman of the Board since June 2008. Brog was the Managing Director of
Locksmith Capital Management LLC from September 2007 to August 2010. Mr.
Brog was the Managing Director of E 2 Investment Partners LLC from March 2007 to
July 2008. He was President of Pembridge Capital Management LLC and the
Portfolio Manager of Pembridge Value Opportunity Fund from June 2004 to
September 2007 and a Managing Director of The Edward Andrews Group Inc., a
boutique investment bank from 1996 to 2007. From 1989 to 1995, Mr. Brog
was a corporate finance and mergers and acquisitions associate of the law firm
Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog received a J.D.
from Fordham University School of Law in 1989 and a B.A. from Tufts University
in 1986. Mr. Brog is a Director of Eco-Bat Technologies Limited. The
Board believes that Mr. Brog’s legal, investment banking experience and value
investment experience are extremely valuable to the Company in sourcing,
negotiating and executing an acquisition with the Company’s remaining cash
following the Offer. Mr. Brog’s experience also positions him well to
serve as the Company’s Chairman and Chief Executive Officer.
Mr.
Brog’s compensation as a director during the last fiscal year was included in
the Company’s Proxy Statement on Schedule 14A in the section entitled “Director
Compensation” and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(c)
| Exhibit No. | Exhibit | |
|
10.1
|
Employment
Agreement, dated as of August 26, 2010, between Peerless Systems
Corporation and Timothy E. Brog.
|
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.
|
PEERLESS
SYSTEMS CORPORATION
|
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Date: August
26, 2010
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By:
|
/s/
William Neil
|
|
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Name:
|
William
Neil
|
||
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Title:
|
Chief
Financial Officer
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