Current Report Filing (8-k)
May 26 2016 - 5:02PM
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):
May 20, 2016
SPHERIX INCORPORATED
(Exact name of registrant as specified in
its charter)
Deleware
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0-5576
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52-0849320
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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1350 Ave of the Americas;
2nd FL
New York, NY
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10019
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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: (646) 532-2963
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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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.
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Compensatory Arrangements of Certain Officers.
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On May 20, 2016, the Company entered into
a new employment agreement with the Company’s CEO, Anthony Hayes (the “Employment Agreement”) retroactively effective
to April 1, 2016. Pursuant to the terms of the Agreement, Mr. Hayes will be paid an annual base salary of $350,000 (“Base
Salary”) and a target annual bonus opportunity equal to a maximum of 100% of the Base Salary upon the achievement of certain
milestones as agreed to by the Compensation Committee of the Board of Directors. There has been no increase in the dollar amounts
of the base salary or maximum target bonus amounts from the prior effective employment agreement of Mr. Hayes. In the event that
Mr. Hayes’ employment is terminated by the Company without “cause” or by Mr. Hayes for “good reason”
(each as defined in the Employment Agreement), Mr. Hayes will be entitled to receive, subject to his execution and non-revocation
of a separation and release agreement, a separation payment in the amount of one year’s base salary at the then-current rate
payable, plus any payment on a pro-rated basis for any bonus earned in connection with any bonus plan to which he was a participant
at the date of such termination within thirty days of such termination.
The employment agreement with Mr. Hayes
also contains customary confidentiality, noncompetition, non-solicitation and non-disparagement provisions.
In addition, Mr. Hayes was granted an award
of restricted stock units totaling 118,512 shares of common stock, which will vest upon the achievement of certain agreed upon
milestones, which are in place of certain stock options under the prior employment agreement.
This description of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
Exhibit
Number
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Description
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10.1
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Employment Agreement between the Company and Anthony Hayes, dated May 20, 2016
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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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Atlantic Power Corporation
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Dated: May 26, 2016
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By:
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/s/ Anthony Hayes
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Name: Anthony Hayes
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Title:
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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10.1
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Employment Agreement between the Company and Anthony Hayes, dated May 20, 2016
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