Attached files
| file | filename |
|---|---|
| EX-99.1 - IntraLinks Holdings, Inc. | v198419_ex99-1.htm |
| EX-10.1 - IntraLinks Holdings, Inc. | v198419_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
Date of
Report (Date of earliest event reported): October 4, 2010
INTRALINKS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-34832
|
20-8915510
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Identification No.)
|
|
150
East 42nd
Street, 8th
Floor, New York, NY
|
10017
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 543-7700
(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:
| o | Written communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
|
|
o
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2010, Gary Hirsch advised
IntraLinks Holdings, Inc. (the “Company”) of his decision to resign his position
as Senior Vice President and General Counsel, effective as of October 6, 2010. On October 6,
2010, the Company announced the appointment of David G. Curran as Executive Vice
President, Business and Legal Affairs of the Company, succeeding Mr.
Hirsch.
In
connection with his resignation, Mr. Hirsch agreed to assist the Company on
various corporate matters, including the management transition, until December
31, 2010 as a non-executive employee and, from January 1, 2011 to June 30, 2011,
as a consultant pursuant to a Consulting Agreement (the “Consulting Agreement”)
with the Company entered into on October 6, 2010. During the term of
the Consulting Agreement, the Company will pay Mr. Hirsch a monthly consulting
fee of $18,333.00 and reimburse 70% of the cost of Mr. Hirsch’s health
benefits. Mr. Hirsch’s outstanding equity awards will continue to
vest and be exercisable in accordance with their existing terms during the term
of the Consulting Agreement. Mr. Hirsch will also continue to be
eligible for a cash bonus award, if any, made pursuant the terms of the
Company’s Senior Executive Incentive Bonus Plan for fiscal 2010
performance. In consideration of the benefits conferred by the
Consulting Agreement, Mr. Hirsch agreed to a standard release of
claims.
The foregoing description of the
Consulting Agreement is a summary of the terms of such document and does not
purport to be complete. Such description is qualified in its entirety
by reference to the full text of the Consulting Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with his appointment as
Executive Vice President, Business and Legal Affairs, Mr. Curran will receive a
base salary of $260,000 and is eligible to earn up to 50% of his base salary in
annual performance bonuses, with the exact amount of any such bonus to be determined by the
Compensation Committee.
Item 7.01 Regulation FD
Disclosure.
On October 6, 2010, the Company issued a
press release, a copy of which is being furnished as Exhibit 99.1 to this Report
on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached
hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and
Exhibits.
|
(d)
|
Exhibits:
|
||
|
10.1
|
Consulting
Agreement by and between Mr. Gary Hirsch and the Company, dated as of
October 6, 2010.
|
||
|
99.1
|
Press
Release issued by the Company on October 6, 2010, furnished
herewith.
|
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.
Dated: October
6, 2010
|
INTRALINKS
HOLDINGS, INC.
|
||
|
By:
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/s/ J. Andrew Damico
|
|
|
J.
Andrew Damico
|
||
|
President
and Chief Executive Officer
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||
EXHIBIT
INDEX
|
Exhibit
|
|
|
Number
|
Description
|
|
10.1
|
Consulting
Agreement by and between Gary Hirsch and the Company, dated as of October
6, 2010
|
|
99.1
|
Press
Release issued by the Company on October 6, 2010, furnished
herewith
|