Vislink Technologies, Inc 8-K, filed Jan 7, 2021
Vislink Technologies, Inc. (VISL)
About this 8-K
Vislink Technologies, Inc filed this 8-K on January 7, 2021, reporting on events of December 31, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 31, 2020
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
101 Bilby Road, Suite 15, Building 2
Hackettstown, NJ 07840
(Address of principal executive offices)
Registrant’s telephone number, including area code: (941) 953-9035
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | VISL | The Nasdaq Capital Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 31, 2020, the board of directors of Vislink Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2013 Long-Term Stock Incentive Plan (the “Plan”), effective January 1, 2021. The Amendment removed a provision that no single participant may receive more than 25% of the total shares awarded in any single year under the Plan, and also incorporates certain immaterial clarifying changes. The foregoing is a summary description of the Amendment and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On December 31, 2020, Michael Bond, the Company’s Chief Financial Officer, received an award pursuant to the amended Plan of 368,715 restricted stock units (“RSUs”). The RSUs vest in three equal tranches on or prior to the fifth anniversary of the grant date, subject to the Company achieving certain revenue levels in any trailing four-quarter fiscal period. The RSUs will become fully vested if, during the 13 month period commencing on a change in control of the Company, the Company terminates Mr. Bond’s employment without Cause (as defined in Mr. Bond’s Employment Agreement) or he terminates his employment for Good Reason (as defined in Mr. Bond’s Employment Agreement).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment to 2013 Long-Term Stock Incentive 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.
| VISLINK TECHNOLOGIES, INC. | ||
| Date: January 7, 2021 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
amendment No. 1 to the
Vislink Technologies, Inc.
2013 LONG-TERM STOCK INCENTIVE PLAN
The 2013 Long-Term Stock Incentive Plan (the “Plan”) is hereby amended as set forth below, effective January 1, 2020:
I.
Section 5 of the Plan is hereby amended to read as follows:
Common Stock Subject to Plan
A. Share Reserve and Limitations on Grants. Subject to reversion of shares pursuant to Section 5.B and any adjustment as provided in Section 9, the maximum aggregate number of shares of Common Stock that may be issued pursuant to the exercise, vesting or settlement of (i) Options, (ii) Stock Awards, (iii) Stock Appreciation Rights (determined without regard to whether payment on exercise of the Stock Appreciation Right is made in cash or shares of Common Stock), (iv) Deferred Shares and (v) Performance Shares awarded or granted under this Plan shall be limited to 15% of the number of shares of Common Stock outstanding as of the first trading day of a new fiscal year (the “Measurement Date”); provided that, in any fiscal year the maximum aggregate number of shares of Common Stock that may be subject to awards or grants made during such fiscal year pursuant to this Plan shall not exceed 8% of the number of shares of Common Stock of the Corporation outstanding as of the Measurement Date on a fully diluted basis taking into account outstanding derivative securities including options, warrants and stock exercisable for, or convertible into, Common Stock of the Corporation. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan.
B. Reversion of Shares. If an Option or Stock Appreciation Right is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock (or shares subject to an unexercised Stock Appreciation Right) which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.
II.
Except as set forth herein, the Plan shall remain in full force and effect.
As adopted by the Board of Directors of Vislink Technologies, Inc. on December 31, 2020.