UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 6, 2013
| ‘mktg,
inc.’ | |
| | (Exact
name of registrant as specified in its charter) | |
| | | |
| Delaware |
| 0-20394 |
| 06-1340408 |
(State or other jurisdiction
of incorporation) |
| (Commission
File Number) |
| (I.R.S.
Employer
Identification Number) |
| 75
Ninth Avenue, New York, New York 10011 | |
| | (Address
of
principal
executive
office)
(Zip
Code)
| |
Registrant’s
telephone number, including area code: (212) 366-3400
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 240.13c-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2013, mktg,
inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Employment Agreement”)
with Charles Horsey, the Company’s Chairman of the Board, President and Chief Executive Officer. Pursuant to the Employment
Agreement:
| ● | The
term
of
Mr.
Horsey’s
employment
has
been
extended
until
November
1,
2018. |
| ● | Mr.
Horsey’s
current
base
salary
has
been
increased
to
$500,000
per
annum.
In
addition,
Mr.
Horsey’s
base
salary
will
be
increased
to
$550,000
per
annum
if
the
Company
achieves
EBITDA
(as
defined
in
the
Employment
Agreement),
in
excess
of
$10
million
in
any
period
of
four
consecutive
fiscal
quarters,
and
to
$600,000
per
annum
if
the
Company
achieves
EBITDA
in
excess
of
$15
million
in
any
period
of
four
consecutive
fiscal
quarters.
Such
increases
will
continue
in
effect
only
to
the
extent
EBITDA
continues
to
be
in
excess
of
such
thresholds. |
| ● | Mr.
Horsey
will
be
paid
a
signing
bonus
in
the
amount
of
$150,000. |
| ● | Mr.
Horsey
will
be
entitled
to
an
annual
bonus
for
each
fiscal
year
of
the
Company
equal
to
four
percent
of
Pre-Bonus
EBITDA
(as
defined
in
the
Employment
Agreement),
to
the
extent
the
Company
achieves
the
Pre-Bonus
EBITDA
target
established
by
the
Company’s
Board
of
Directors
for
such
year.
Such
bonus
is
subject
to
increase
or
decrease
to
the
extent
actual
Pre-Bonus
EBITDA
for
such
year
is
greater
or
less
than
the
targeted
amount,
subject
to
the
Company’s
achievement
of
at
least
80%
of
targeted
Pre-Bonus
EBITDA. |
| ● | Mr.
Horsey
will
be
entitled
to
a
supplemental
bonus
with
respect
to
each
fiscal
year
in
which
the
Company’s
Adjusted
EBITDA
(as
defined
in
the
Employment
Agreement)
exceeds
both
20%
of
operating
revenue
for
such
year
and
110%
of
Adjusted
EBITDA
for
the
prior
year. |
| ● | In
the
event
of
the
termination
of
Mr.
Horsey’s
employment
by
the
Company
other
than
for
Cause,
or
by
Mr.
Horsey
for
Good
Reason
(as
such
terms
are
defined
in
the
Employment
Agreement),
Mr.
Horsey
will
be
entitled
to
(i)
a
cash
payment
in
the
amount
of
$100,000,
and
(ii)
aggregate
severance
payments
equal
to
18-months’
of
his
base
salary;
provided
that
if
the
Company’s
EBITDA
for
the
preceding
four
fiscal
quarters
is
less
than
$5
million,
such
severance
payments
shall
be
equal
to
12-months’
of
his
base
salary. |
| ● | Mr.
Horsey
was
awarded
a
stock
option
to
purchase
200,000
shares
of
the
Company’s
common
stock
at
an
exercise
price
of
$2.00
per
share.
This
option
vests
with
respect
to
40,000
shares
of
common
stock
on
each
of
October
31,
2014,
October
31,
2015,
October
31,
2016,
October
31,
2017
and
October
31,
2018. |
| ● | Mr.
Horsey
was
awarded
an
additional
stock
option
to
purchase
400,000
shares
of
common
stock
at
an
exercise
price
of
$2.00
per
share.
This
option
vests
only
upon
a
Liquidity
Event
(as
defined
in
the
Employment
Agreement)
as
follows:
as
to
(i)
100,000
shares
of
common
stock
if
the
Liquidity
Event
results
in
consideration
paid
to
the
Company’s
stockholders
of
at
least
$2.50
per
share
of
common
stock
but
less
than
$2.80
per
share
of
common
stock,
(ii)
200,000
shares
of
common
stock
if
such
Liquidity
Event
results
in
consideration
paid
to
the
Company’s
stockholders
of
at
least
$2.80
per
share
of
common
stock
but
less
than
$3.10
per
share
of
common
stock,
(iii)
300,000
shares
of
common
stock
if
such
Liquidity
Event
results
in
consideration
paid
to
the
Company’s
stockholders
of
at
least
$3.10
per
share
of
common
stock
but
less
than
$6.00
per
share
of
common
stock,
and
(iv)
all
400,000
shares
of
common
stock
if
such
Liquidity
Event
results
in
consideration
paid
to
the
Company’s
stockholders
of
$6.00
per
share
or
more |
The foregoing
is a summary of the terms of the Employment Agreement and the Option Agreements entered into in connection therewith, does not
purport to be complete, and is subject to and qualified in its entirety by reference to the text of such agreements, which have
been filed as exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements
and Exhibits.
| Exhibit 10.1 | Amended and Restated Employment
Agreement between the Company and Charles Horsey, dated as of October 31, 2013. |
| Exhibit 10.2 | Option Agreement between the
Company and Charles Horsey, dated as of October 31, 2013 to purchase 200,000 shares of Common Stock. |
| Exhibit 10.3 | Option Agreement between the
Company and Charles Horsey, dated as of October 31, 2013 to purchase 400,000 shares of Common Stock. |
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.
November 12, 2013.
| |
‘mktg, inc.’ |
| |
|
|
| |
By: |
/s/ Paul Trager |
|
| |
|
Paul Trager |
| |
|
Chief Financial Officer |
EXHIBIT
INDEX
| No. | Description |
| | |
| Exhibit 10.1 | Amended and Restated Employment
Agreement between the Company and Charles Horsey, dated as of October 31, 2013. |
| Exhibit 10.2 | Option Agreement between the
Company and Charles Horsey, dated as of October 31, 2013 to purchase 200,000 shares of Common Stock. |
| Exhibit 10.3 | Option Agreement between the
Company and Charles Horsey, dated as of October 31, 2013 to purchase 400,000 shares of Common Stock. |
