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 29,
2021
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Liberated Syndication Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-55779
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47-5224851
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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5001
Baum Boulevard, Suite 770, Pittsburgh, PA 15213
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(Address of principal executive offices) (Zip Code)
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(412)
621-0902
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(Registrant’s
telephone number, including area code)
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(Former name or former address, if changed since
last report)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging Growth
Company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 8.01 Other Events.
In
its Annual Report on Form 10-K for the year ended December 31, 2019
(“2019 Form 10-K”), Liberated Syndication Inc. (the
“Company”) disclosed that it had a profit-sharing plan
(the “Plan”) for the benefit of the employees of the
Company, in which “profit sharing contributions” were
made at the discretion of the Company’s Board of Directors
(the “Board”). The Company has since determined that
such Plan involved a practice operated by the Company’s
management, in which contributions were made to the 401(k) plans of
certain Company employees without prior Board approval. For the
years ended December 31, 2020, 2019 and 2018, the Company made
contributions to the Plan of $121,566, $111,431 and $100,000,
respectively.
For
the years ended December 31, 2020, 2019 and 2018, (i) Mr.
Christopher Spencer, the Company’s former Chief Executive
Officer, received contributions made by the Plan to his 401(k) plan
of $21,000, $24,750 and $19,513, respectively; and (ii) Mr. John
Busshaus, the Company’s former Chief Financial Officer,
received contributions made by the Plan to his 401(k) plan of $0,
$24,750 and $19,513, respectively. Ms. Laurie Sims, the
Company’s current President and Chief Operating Officer,
received contributions made by the Plan to her 401(k) plan
including a payment of $21,000 for the year ended December 31,
2020. The amounts for Mr. Spencer and Mr. Busshaus were
inadvertently omitted from the executive compensation reported for
Mr. Spencer and Mr. Busshaus in the Company’s proxy statement
filed with the Securities and Exchange Commission on October 15,
2020 as well as in the 2019 Form 10-K and the Annual Report on Form
10-K for the year ended December 31, 2018. Ms. Sims was not a named
executive officer (as defined in Item 402 of Regulation S-K) of the
Company for the years ended December 31, 2019 and 2018. Going
forward, the Company intends to adopt a written version of the Plan
and obtain Board approval for any future awards made under the
Plan.
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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LIBERATED SYNDICATION INC.
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Date:
January 29, 2021
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By:
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/s/
Richard P. Heyse
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Name:
Richard P. Heyse
Title:
Chief Financial Officer
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