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): July 9, 2015

 

 

LASERLOCK TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

 

 

 

Nevada		0-31927		23-3023677
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3112 M Street NW, Washington, D.C. 20007

(Address of Principal Executive Offices)

(202) 400-3700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

 

 

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))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 15, 2015, LaserLock Technologies, Inc. (the “Company”) announced that Ben Burrell accepted the position of Chief Operating Officer (“COO”) of the Company. Mr. Burrell commenced his new position with the Company on July 9, 2015.

Prior to his current role with the Company, Mr. Burrell, age 37, was the Vice President—Americas, Head of Middle Office Operations for Clearing, Collateral Management and Execution at JPMorgan Chase & Co., a global leader in investment banking, financial services, commercial banking, financial transaction processing, asset management and private equity. In his role at JPMorgan Chase & Co., Mr. Burrell coordinated the operational delivery of technology-based financial services products to over 400 institutional clients. Prior to that, Mr. Burrell held various senior positions in the Worldwide Securities Services division of JPMorgan Chase & Co. spanning 15 years, including roles relating to Sales, Securities Operations Management and Client Relationship Management. Mr. Burrell began his career with Barclays Bank Plc in London and has also worked as Director of Business Development for a boutique investment bank, New Vernon Financial LLC.

Pursuant to the terms of the offer letter agreed to between the Company and Mr. Burrell, Mr. Burrell will be an “at-will” employee of the Company and will receive an annual salary of $150,000. Mr. Burrell will also receive 31,875,000 options to purchase shares of common stock of the Company, with an exercise price of $0.01. The options will vest quarterly over three years. In addition, Mr. Burrell will receive 19,125,000 shares of restricted stock, vesting over a three-year period, with one-third vesting the first year and 1/12 vesting ratably on a quarterly basis thereafter. Mr. Burrell will receive a standard benefits package that includes health insurance and paid vacation time.

A copy of Mr. Burrell’s Employment Letter is attached as Exhibit 10.1 hereto.

 

Item 7.01.

Regulation FD Disclosure

On July 15, 2015, the Company issued a press release announcing the appointment of Mr. Burrell as described in Item 5.02 above, a copy of which is attached at Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.		Description
10.1		Burrell Employment Letter
99.1		Press Release dated July 15, 2015

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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: July 15, 2015

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Burrell Employment Letter
99.1		Press Release dated July 15, 2015

Exhibit 10.1

 

June 12, 2015

Dear Ben:

LaserLock Technologies, Inc. (the “Company”) is pleased to offer you (“you” and its correlatives) full-time employment as Chief Operating Officer.

You agree to devote your full-time and best efforts to the business and interests of the Company and its affiliates, and to abide by and carry out the Company’s policies and procedures from time to time in effect.

1. Compensation. You will be entitled to a base salary computed at an annual rate of $150,000 (pro rated for partial years). All payments will be made net of all applicable withholding taxes and in accordance with the Company’s then-current payroll practices (currently, two times per month). In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 31,875,000 options (the “Options”) to purchase a total of 31,875,000 shares of common stock of the Company, par value $0.01 (the “Option Shares”), vesting quarterly over three years, under the Company’s 2013 Comprehensive Incentive Compensation Plan Equity Incentive Plan. The Options will be evidenced by, and subject to the terms of, an Option Agreement, a form of which is attached hereto as Exhibit A. In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 19,125,000 restricted stock units (the “RSUs”) related to the Company’s common stock, $0.01 par value per share (the “RSU Shares”), vesting over a three year period with one-third vesting on the one-year anniversary of commencing employment and one-twelfth vesting ratably on a quarterly basis thereafter, under the Company’s 2013 Comprehensive Incentive Compensation Plan. The RSUs will be evidenced by, and subject to the terms of, a Restricted Stock Unit Agreement, a form of which is attached hereto as Exhibit B. In addition, on an annual basis, or such other period to be determined by the Company, you shall be entitled to be considered for a bonus. The size of such periodic bonus and the criterion for receipt of such periodic bonus shall be determined by the Company. The Options and RSUs are subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof. Furthermore, should the company affect a reverse stock split prior to the employee’s start date, the amount of Options and RSUs provided for in this offer letter should be adjusted to account for the reverse stock split.

2. Employee Benefits. As a full-time employee, you will be eligible to participate in all benefit programs that are generally available to the Company’s employees, including Company-subsidized medical, dental, and vision insurance coverage and, at your election, life insurance and/or long-term disability coverage. Additionally, you will be eligible to take up to four (4) weeks of paid time off per year.

3. Policies and Procedures. As an employee of the Company, you will be required to comply with all applicable state and federal regulations, and internal compliance policies and procedures in effect from time to time.

4. Representations and Warranties. You represent and warrant to the Company that (i) your agreement to the terms of this letter agreement and the performance of your

 

LASERLOCK TECHNOLOGIES, INC.				Telephone:		(202) 400-3700
3112 M Street NW				Facsimile:		(202) 400-3701
Washington, DC 20007

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July 12, 2015

Page 2 of 3

duties and obligations contemplated hereunder will not violate or conflict with the provisions of any other agreement, understanding or order to which you are a party or by which you are bound; (ii) you have never been suspended, censured, or otherwise subjected to any disciplinary action or other proceeding, and you have not been notified that you are the subject of any investigation that could result in any such suspension, censor, or other disciplinary action, by any federal, state, or foreign governmental entity, by the attorney disciplinary authorities of any state, or by any securities or commodity exchange or self-regulatory organization; and (iii) you know of nothing that could result in any determination by the finder of fact in any action or matter (whether civil, criminal, regulatory or otherwise) relating to the circumstances of your employment with any previous employer(s) that would either: (A) adversely affect your ability to fully perform your duties as an employee of the Company in the capacities described herein, or (B) would by their nature cause material harm to your reputation and good standing within the Company’s industry, or to the reputation of the Company or its affiliates. Any exceptions to the foregoing must be described in factual detail and attached to this letter agreement.

5. Confidentiality, Non-Disclosure, and Non-Interference Agreement. As a condition of your employment with the Company, you will be required to sign the attached Non-Disclosure and Non-Solicitation Agreement (“NDA”), which is hereby incorporated herein by reference.

6. Employment at Will. You hereby acknowledge and agree that your employment with the Company is at will. This means that although we hope your employment relationship with us will be long-term, either you or the Company may terminate this relationship with or without cause at any time and without any prior notice, in which case your obligations under the NDA will continue in full force and effect as specified therein. Neither this letter nor any other communication should be construed as a contract of employment for a particular period of time. The nature of your employment relationship may not be changed, except by written agreement.

7. Entire Agreement. This agreement and the NDA constitute your entire agreement with respect to matters set forth herein and therein, and supersede any prior agreement(s) with respect thereto. Any changes or waiver of any of the terms of this agreement must be in writing signed by both you and the Company. The failure of the Company at any time to require performance of any of your obligations under this agreement shall in no manner affect its right to enforce the same at a later date. No waiver by the Company of any condition, or of any breach, of this agreement shall be deemed to be or construed as a further or continuing waiver of any such condition or breach.

*        *        *

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[Signature Page to Letter Agreement]

Please confirm your agreement to the foregoing by signing and returning one copy of this agreement to the Company.

If you have any questions, please feel free to contact us. We look forward to working with you.

 

 

Accepted and agreed as of the date first written above:

/s/ Ben Burrell

BEN BURRELL

Exhibit 99.1

LASERLOCK TECHNOLOGIES, INC. NAMES CHIEF OPERATING OFFICER

J.P. Morgan’s Benjamin Burrell Joins Identity Authentication Pioneer

NEW YORK – July 15, 2015 – LaserLock Technologies, Inc. (OTCBB: LLTI) (“LaserLock”), a pioneer in patented physical, cyber and biometric technology solutions that prevent identity theft, counterfeiting and fraud, announced today that Benjamin Burrell has joined the company as chief operating officer. Mr. Burrell’s appointment is effective as of July 9, 2015.

Mr. Burrell brings over a decade of experience in the implementation of technology solutions in the financial services industry. He joins LaserLock from JPMorgan Chase & Co. where he worked for nearly 14 years, most recently as Vice President – Americas, Head of Middle Office Operations for Clearing, Collateral Management and Execution. He oversaw the teams responsible for the service delivery of technology-based financial services products to institutional clients. Mr. Burrell began his career with Barclays Bank Plc in London and has also worked as director of business development for boutique investment bank, New Vernon Financial LLC.

“Ben’s deep experience with technology products and serving clients in the banking industry, which is driven by secure technology solutions, will help us grow our business,” said Paul Donfried, CEO of LaserLock.

“Security breaches have grown to epidemic proportions. LaserLock’s patented technology is perfectly positioned to take a leading role in what must be a worldwide drive to significantly improve security,” said Mr Burrell. “LaserLock offers the right products at the right time. I look forward to working with Paul to drive the company’s strategy.”

About the Company

LaserLock is a high-tech solutions company in the field of authenticating products and people. It authenticates products, documents and currency with a suite of proprietary security inks and people by performing strong, multi-factor validation via a patented digital platform, called VerifyMe. To learn more, visit www.laserlocktech.com or www.verifyme.com.

Forward-Looking Statements

This press release includes “forward-looking statements”, which may be identified by words such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, our limited revenues generated to date, our ability to attract and retain qualified personnel, the ability to successfully develop licensing programs and generate

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business, rapid technological change in relevant markets, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other factors set forth described in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K filed with the SEC on April 16, 2015. LaserLock Technologies expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors and Media:

Paul Donfried

Chief Executive Officer

pdonfried@laserlocktech.com

202-400-3700 x120

INVESTOR RELATIONS

LaserLock Technologies

IR@laserlocktech.com