LOGM LogMeIn Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRET REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 2, 2015

 

 

LogMeIn, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-34391		20-1515952
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

 

320 Summer Street Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781)-638-9050

 

(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 (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))

 

 

 

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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 September 2, 2015, LogMeIn, Inc. (the “Company”) announced a management succession plan whereby Michael K. Simon will resign from his positions as Chief Executive Officer and Secretary of the Company, as well as from his positions as a director of any Company subsidiaries, effective as of December 15, 2015. The Company’s Board of Directors has named William R. Wagner, who is currently serving as the Company’s President and Chief Operating Officer, to succeed Mr. Simon as the Company’s President and Chief Executive Officer. Mr. Simon will continue to serve as Chairman of the Company’s Board of Directors and is expected to serve in an advisory role to Mr. Wagner to assist with the transitioning of duties and to perform other special projects and assignments as reasonably requested by the Company. This advisory role is expected to last through the end of 2016 and, in this role, Mr. Simon will work at least five days a month. The specific terms of this advisory role will be subject to a transition agreement currently being finalized between the Company and Mr. Simon.

Mr. Wagner, age 48, joined the Company in May 2013 as its Chief Operating Officer and has served as the Company’s President and Chief Operating Officer since January 2015. Prior to joining the Company, Mr. Wagner served as the Chief Operating Officer at Vocus, Inc., a leading cloud marketing software provider, from October 2010 to November 2012 and as Vocus’ Chief Marketing Officer from July 2006 to October 2010. Prior to Vocus, Mr. Wagner had served as the Chief Marketing Officer at Fiberlink Communications, from February 2000 to June 2006. Mr. Wagner holds a B.A. in History from Lafayette College and an M.B.A. from Wharton School of Business. Mr. Wagner has also served on the Company’s Board of Directors since March 2015.

The Company’s Compensation Committee is evaluating Mr. Wagner’s current compensation in connection with this succession plan, but has not made any changes to Mr. Wagner’s compensation at this time.

Michael J. Donahue, the Company’s SVP and General Counsel, will succeed Mr. Simon as the Company’s Secretary.

Item 7.01. Regulation FD Disclosure.

On September 2, 2015, the Company issued a press release announcing the CEO transition and also reaffirmed its third quarter and full year 2015 guidance, which was last updated on July 23, 2015, as follows: the Company continues to expect to achieve third quarter revenues of $68.8 million to $69.3 million and full year 2015 revenues of $265.0 million to $266.5 million. Non-GAAP net income for the third quarter is expected to be in the range of $0.43 to $0.44 per diluted share, and non-GAAP net income for the full year 2015 is expected to be in the range of $1.51 to $1.57 per diluted share. Non-GAAP net income per diluted share excludes acquisition related costs and amortization, stock-based compensation expense, and litigation related expense. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

 

99.1		Press release entitled “LogMeIn Announces Management Succession Plan,” issued by the Company on September 2, 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.

 

				LOGMEIN, INC
Date: September 3, 2015				By:		/s/ Michael K. Simon
						Michael K. Simon
						Chief Executive Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release entitled “LogMeIn Announces Management Succession Plan,” issued by the Company on September 2, 2015.

Exhibit 99.1

LogMeIn Announces Management Succession Plan

William R. Wagner to Succeed Michael K. Simon as Chief Executive Officer; Simon to Remain as Chairman of the Board

BOSTON, September 2, 2015 – LogMeIn, Inc. (Nasdaq:LOGM) today announced that its Board of Directors has approved a succession and transition plan for the company’s chief executive officer (CEO) position. Effective at the end of 2015, Michael K. Simon, the company’s co-founder and CEO for the past 12 years, will step down as CEO. He will be succeeded as CEO by William “Bill” R. Wagner, currently the company’s president and chief operating officer. Simon will remain as the company’s chairman of the board and will also serve in an advisory role to Wagner.

Wagner was hired in 2013, joining LogMeIn as the company’s first chief operating officer. In this key capacity, he implemented strategic initiatives that helped accelerate the company’s growth. Wagner was promoted to president in January of 2015 and thereafter was appointed to the company’s Board of Directors.

“Bill is a trusted and respected leader at LogMeIn, has embraced our core values and has pushed us to reach new heights,” said Michael K. Simon. “Bill possesses the unique combination of skills and vision to help LogMeIn achieve its next phase of growth.”

Simon co-founded LogMeIn as CEO in 2003, growing the company from a three-person startup to a leading cloud company with nearly one thousand employees, nine global offices and more than $200 million in annual revenue. He led the company through its public offering in 2009, and helped the company attract millions of users worldwide.

“In LogMeIn, Michael built an iconic company that created some of the most popular and widely used cloud products in the world,” said Ed Gillis, Lead Independent Director of LogMeIn’s Board of Directors. “Bill has been a key contributor to LogMeIn’s recent growth, and we’re excited to see him shape and implement LogMeIn’s future vision.”

Outlook Affirmed

The company today reaffirmed its third quarter and full year 2015 outlook, which was last updated on July 23, 2015. The company expects to achieve third quarter revenues of $68.8 million to $69.3 million and full year 2015 revenues of $265.0 million to $266.5 million. Non-GAAP net income for the third quarter is expected to be in the range of $0.43 to $0.44 per diluted share, and non-GAAP net income for the full year 2015 is expected to be in the range of $1.51 to $1.57 per diluted share.

Non-GAAP net income per diluted share excludes acquisition related costs and amortization, stock-based compensation expense, and litigation related expense.

About LogMeIn, Inc.

LogMeIn Inc. (Nasdaq:LOGM) simplifies how people connect to each other and the world around them. With millions of users worldwide, our cloud-based solutions make it possible for people and companies to connect and engage with their workplace, colleagues, customers and products anywhere, anytime. LogMeIn is headquartered in Boston with offices in Bangalore, Budapest, Dublin, London, San Francisco and Sydney.

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Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the Company’s financial guidance for the third quarter of 2015 and fiscal year 2015. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, as further described in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments could cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:

Investors

Rob Bradley

LogMeIn, Inc.

781-897-1301

rbradley@LogMeIn.com

Press

Craig VerColen

LogMeIn, Inc.

781-897-0696

Press@LogMeIn.com