Current Report Filing (8-k)
30 8월 2018 - 7:02PM
Edgar (US Regulatory)
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):
August 27, 2018
GlobalSCAPE, Inc
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33601
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74-2785449
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4500 Lockhill Selma Road, Suite 150, San Antonio, Texas
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78249
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(210) 308-8267
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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 (
see
General Instruction
A.2. below):
☐ 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))
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On August 27, 2018, GlobalSCAPE,
Inc. (the “Company”) appointed Mark Hood as Vice President of Operations of the Company. In connection with Mr. Hood’s
appointment, Dave Mello, the Company’s current Vice President of Operations, was appointed Vice President of Technical Services.
Mr. Hood, 53, served as
Executive Vice President of Crossroads Systems, Inc. until August 2018. From February 2015 to July 2017, he served as Executive
Vice President of Corporate Development and previously served as Executive Vice President of Corporate Communications from January
2013 to January 2015. From 2009 to 2013, Mr. Hood was founder and CEO of MCH Advisors, and helped early stage technology clients
design and launch sales and marketing programs in high-growth markets. From 1995 to 2009, Mr. Hood was CEO of Network Consulting
Services, a master sales agency he launched to integrate services from multiple telecommunications companies. He also held Series
7, 65, and 66 securities licenses and served as General Partner of two equity investment funds. Mr. Hood serves as a director for
ATRM Holdings, Inc., a manufacturer of modular buildings and provider of building supplies. Mr. Hood earned a BBA in Marketing
from Sam Houston State University and an MS in Technology Commercialization from The University of Texas at Austin, McCombs School
of Business.
There are no arrangements
or understandings between Mr. Hood and any other persons pursuant to which he was appointed as Vice President of Operations. There
are also no family relationships between Mr. Hood and any director or executive officer of the Company, and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On August 27, 2018, the
Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Hood. The Employment Agreement provides
that prior to a Change in Control (as defined in the Employment Agreement), Mr. Hood’s employment is at will. Mr. Hood is
entitled to receive base salary and other compensation to be determined from time to time by the Board of Directors of the Company
in its sole discretion.
In the event there is a
Change in Control, a one year employment term commences as of the date of the Change in Control. The Employment Agreement automatically
renews on each subsequent annual anniversary date for an additional one year period unless the Employment Agreement is cancelled
by the Company at least 90 days prior to the end of any such one year term. The Employment Agreement does not provide for any payment
in the event of termination, except that if Mr. Hood’s employment is terminated after a Change in Control without cause or
by Mr. Hood for Good Reason (as defined in the Employment Agreement), the Company will pay Mr. Hood an amount equal to his annual
base salary which the Company may, at its option, pay as a lump sum.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description.
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10.1
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Employment Agreement, effective as of August 27, 2018, by and between the Company and Mark Hood.
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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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GLOBALSCAPE, INC.
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Dated: August 29, 2018
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By:
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/s/ Matthew Goulet
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Name:
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Matthew Goulet
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description.
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10.1
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Employment Agreement, effective as of August 27, 2018, by and between the Company and Mark Hood.
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Globalscape (AMEX:GSB)
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