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 25, 2015
Adaptive Medias, Inc.
(Exact name of registrant as specified
in its charter)
000-54074
(Commission File Number)
| Nevada |
|
26-0685980 |
| (State or other jurisdiction |
|
(I.R.S. Employer |
| of Incorporation) |
|
Identification No.) |
16795 Von Karman Ave., #240
Irvine, CA 92606
(Address of principal executive offices)
949-525-4466
(Registrant’s telephone number,
including area code)
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) |
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director and Officer
Effective as of January 26, 2015, Qayed Shareef was terminated
by the Board of Directors from his positions as Chief Executive Officer and Director of Adaptive Medias, Inc., a Nevada corporation
(the “Company”), due to pending criminal charges against Mr. Shareef and his inability to effectively continue to perform
his obligations as Chief Executive Officer. The Board of Directors has established a committee of five (5) individuals to actively
search for a qualified successor Chief Executive Officer to replace Mr. Shareef.
Mr. Shareef has been provided a copy of
this Form 8-K and an opportunity to respond to the disclosures made herein.
Appointment of Officer
Pursuant to a Consulting
Agreement between the Company and Jim Waltz, effective as of January 25, 2015 (the “Consulting Agreement”), Jim
Waltz was appointed Acting Chief Operating Officer of the Company. Mr. Waltz, age 45, is currently Chief Executive Officer of
Beanstalk Media, where he heads business strategy and execution using his hands-on knowledge of the inner workings and his
strategic vision of the ad serving and ad network worlds to connect consumers with rich, engaging and relevant interactive ad
content. Prior to joining Beanstalk Media, Mr. Waltz held senior positions, including President, Chief Executive Officer and
Vice President of Sales, at Traffic MarketPlace, AdModus and DoubleClick, respectively. Mr. Waltz earned a Bachelor of Arts
from the University of Maine in 1992. The Consulting Agreement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Form 8-K:
Exhibit 99.1 Consulting Agreement between
the Company and Jim Waltz, effective as of January 25, 2015
SIGNATURE
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.
| Date: January 27, 2015 |
ADAPTIVE MEDIAS, INC. |
|
| |
|
|
| |
/s/ Omar Akram |
|
| |
Omar Akram
Senior Vice President, Product and Technology
and Director |
|
Exhibit 99.1
 |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
CONSULTING
AGREEMENT
This Consulting Agreement (the "Agreement"), effective
as of January 25, 2015 (the “Effective Date”), is made by and between Adaptive Medias, Inc. a Nevada corporation
(the "Company"), and Jim Waltz ("Consultant"). In consideration of the mutual promises set forth in
this Agreement, the parties agree as follows:
ARTICLE 1
SCOPE OF WORK
1.1 Services. The
Company wishes to engage Consultant to provide services primarily in connection with an Interim Acting Chief Operating Officer
role. Consultant agrees to perform for the Company the services described in Exhibit A (“consulting services”).
1.2 Time and Availability.
Consultant will devote the appropriate amount of hours in performing the services for the Company as described in Exhibit A.
Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout the month giving
due regard to the needs of the Company’s business.
1.3 Confidentiality.
In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential
Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Consultant’s
integrity and prudent judgment to use this information only in the best interests of the Company.
1.4 Standard of Conduct.
In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business
ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company.
In no event shall Consultant take any action or accept any assistance or engage in any activity that would result in any university,
governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results
of work performed by or for the Company.
1.5 Outside Services.
Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties
without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services
of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall
be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect
the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute
and complete ownership of all right, title, and interest in the work performed under this Agreement.
With regard to section 1.5. the Company acknowledges that Consultant
has been appointed as an Officer of the Company and is authorized as outlined in Exhibit A to engage the services of others in
the performance of the duties as outlined therein.
1.6 Reports. Consultant
shall periodically provide the Company with written reports of his or her observations and conclusions regarding the consulting
services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare a final report of Consultant’s
activities.
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Independent Contractor.
Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship
with, the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control
and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express
written authorization from an officer of the Company.
Initials: Adaptive __________
Consultant ________
| |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
2.2 Taxes. Consultant
shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible
for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor
payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands
that he/she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the Company,
properly document to the Company that any and all federal and state taxes have been paid.
2.3 Benefits. Consultant
and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare,
or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by Company covering Consultant
or Consultant’s employees.
ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation.
The Company shall pay to Consultant $15,000 per month for services rendered to the Company under this Agreement. The monthly
compensation shall be paid on the first of the month following the month the services were provided. The monthly compensation shall
be paid regardless of the number of consulting hours provided by Consultant in a particular month. The monthly amount will be prorated
for any period which is less than a full month.
3.2 Reimbursement.
The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to
the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel,
temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant
will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.
3.3. Housing Allowance. The Consultant shall be eligible
for a housing allowance the amount of which will be determined and approved in advance.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement
shall be effective as of the Effective Date, and shall continue in full force and effect until March 31, 2015 and will continue
on a month-to-month basis thereafter until terminated by either party with two weeks notice.
4.2 Termination.
The Company may terminate this Agreement immediately for “Cause,” after giving Consultant written notice of the reason.
Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached
any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2)
Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant
has been convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on
the performance of his or her employment responsibilities, as determined by the Company.
4.3 Responsibility upon
Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s
services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately
upon the termination of this Agreement, be returned to the Company.
4.4 Survival. The
provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force
and effect thereafter.
Initials: Adaptive __________
Consultant ________
| |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality.
In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential
Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant will not and Consultant’s employees,
agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity,
or organization other than the Company, or disclose such Confidential Information without the written authorization of the President
of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics
of Confidential Information.
5.2 Definition. “Confidential
Information” means information not generally known and proprietary to the Company or to a third party for whom the Company
is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret
designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis,
techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business
of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the
Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary
aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period
of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential
Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.
5.3 Property of the Company.
Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection
with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration
or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and
tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered
hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
ARTICLE 6
RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents,
and tangible items prepared for and submitted to the Company by Consultant in connection with the services rendered under this
Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”).
To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns
to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain
and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection
which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance reasonably
required to perfect such rights.
ARTICLE 7
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1 Conflict of Interest.
Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of the
Company during the duration of this Agreement unless express written authorization to do so is given by the Company’s President.
A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or
other business entity that engages in the technology industry that Adaptive participates in.
7.2 Non-Solicitation.
Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an
existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment
or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent
contractor employed by the Company while Consultant is performing services for the Company.
Initials: Adaptive __________
Consultant ________
| |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
ARTICLE 8
RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and
7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration,
and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this
Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and
that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief,
and to any other remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges
that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive
relief shall be proper modes of relief and are not to be considered as alternative remedies.
ARTICLE 9
GENERAL PROVISIONS
9.1 Construction of Terms.
If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed
and shall not affect the validity or enforceability of the remaining provisions.
9.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State
of California.
9.3 Complete Agreement.
This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the
subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement,
whether written or oral.
9.4 Dispute Resolution.
If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that
such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and
such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such
arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and
expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement
will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is
not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability
so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective
obligations under this Agreement until the dispute is resolved.
9.5 Modification.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing
signed by the party against whom the same is sought to be enforced.
9.6 Waiver of Breach.
The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a
waiver of any other or subsequent breach by the party in breach.
9.7 Successors and Assigns.
This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that
the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company is acquired by or
merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure
to the parties hereto, their successors and assigns.
9.8 No Conflict.
Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant
under this Agreement.
Initials: Adaptive __________
Consultant ________
| |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
Company acknowledges that Consultant has and will continue to
have a role with Beanstock Media and Company and Consultant have agreed to implement appropriate procedures to protect against
the appearance or actual conflicts of interest regarding these roles and responsibilities.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by their respective duly authorized representatives.
| Adaptive Medias, Inc. |
|
CONSULTANT: |
| /s/ Omar Akram |
|
/s/ Jim Waltz |
| Signature |
|
Signature |
| Omar Akram |
|
Jim Waltz |
| Printed Name |
|
Printed Name |
| Officer and SVP Product & Technology |
|
|
| Title |
|
Title |
| 01/25/2015 |
|
01/25/2015
|
| Date |
|
Date |
|
Address:
16795 Von Karman
Suite 240
Irvine, CA 92606
Tel: (949) 525-4634
Fax: (949) 525-9779
Email: Omar@adaptivem.com |
|
Address:
Email: jimwaltz@gmail.com
|
Initials: Adaptive __________
Consultant ________
| |
16795
Von Karman Suite 240, Irvine CA 92606
Office: 949-525-4634 Fax:
949-525-9779
|
EXHIBIT A
CONSULTING SERVICES
Summary and Goals of the role:
| · | Stabilize, maintain and advance operational execution of the Companies strategic, operational and financial goals as outlined
in the 2015 Operating Plan and Financial Budget. |
| · | Participate with Company’s designated Investors Relations resources to secure an additional $5m-$10m as soon as possible |
All authorities and responsibilities of the CEO role until such
time as the Board appoints a replacement CEO including:
| · | Leadership of all aspects of the company – Reports to the Board of Directors |
| · | Sets strategic direction and ensures operational execution of strategies and tasks |
| · | Decides resource allocation and deployment – including oversight and performance of direct reports. |
| · | Hiring and termination of employees aligned with 2015 budget - subject to advanced board approval of role and compensation
changes for executives and officers (i.e. defined as roles above manager- level) |
| · | Vendor and customer decisions |
| · | Investor Relations activities consistent with public company requirements and needs of the Company |
| · | All perceived or actual conflicts of interest must be reviewed and discussed with the Board. |
Initial Communications and timing
| · | Monday 1/26 – internal communication to ADTM employees (Jim will be onsite on Wednesday) |
| · | Monday night/Tuesday morning 8-k is filed with announcement of the details |
| · | Tuesday 1/27 Beanstock employees announcement (Still involved periodically on strategic and some operational items but Joe
and Ryan taking the majority of day to day roles) |
| · | Wednesday 1/28 – Jim is onsite at ADTM meeting with employees (and teams) |
Initial Expectations
| · | More than 80% of time will be focused on ADTM during the initial 2 months |
| · | Working onsite in Irvine as much as possible throughout the term |
| · | First week internally focused on operations and business initiations |
| · | Interact with existing investors and prospective investors as appropriate for the circumstances and a public company. |
Initials: Adaptive __________
Consultant ________
Adaptive Medias (CE) (USOTC:ADTM)
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