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
November 8, 2016 (November 7, 2016)
Date of Report (Date of earliest event reported)
SQL TECHNOLOGIES CORP.
(Exact name of registrant as specified in its
charter)
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FLORIDA
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333-197821
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46-3645414
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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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4400
North Point Parkway
Suite
154
Alpharetta,
GA
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30022
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(Address
of principal
executive
offices)
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(Zip
Code)
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(770)
754-4711
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(Registrant’s
telephone number, including area code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Unless otherwise provided in this Current
Report, all references to “we,” “us,” “our,” or the “Company” refer to the Registrant,
SQL Technologies Corp.
Item 5.02
Departure of Directors or Certain Officers;
Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
The
Appointment of Mark J. Wells as President
On
November 7, 2016, the Company’s Board of Directors approved the hiring of Mark J. Wells as the Company’s President,
pursuant to the terms and conditions of an Executive Employment Agreement, dated effective August 17, 2016, between Mr. Wells
and the Company (the “Wells Agreement”). To accommodate Mr. Wells’ hiring, John P. Campi withdrew from his position
as the Company’s President, effective upon Mr. Well’s appointment, and will continue in his position as the Company’s
Chief Executive Officer. Simultaneous to Mr. Wells hiring, Mr. Wells purchased 150,000 shares of the Company’s common stock
for $2.70 per share, at an aggregate price of $405,000, along with options expiring on January 1, 2022 to purchase up to 750,000
shares of the Company’s common stock at an exercise price of $3.00 per share.
The
business experience of Mr. Wells is set forth below:
Mark J. Wells
- Mr. Wells
has held various senior leadership positions within the General Electric Company. From December 2007 to June 2011,
Mr. Wells was the General Manager of Consumer Lighting. From October 2005 to January 2007, Mr. Wells was the President
and Chief Executive Officer for GE Consumer & Industrial for Greater China. Following his MBA studies, from October 2002 to October 2005, Mr. Wells served as Regional Manager for GE
Consumer & Industrial’s Southeast Region. Since 2011, Mr. Wells served as
the Executive Vice President and General Manager of Independence Medical and Home Healthcare Solutions, now a part
of Cardinal Health. In sum, Mr. Wells has over fourteen years of experience in finance,
sales and general management with GE. Mr. Wells received his MBA from Case Western Reserve University. Our
Board of Directors believes Mr. Wells’ qualifications to serve as our President include his extensive
industry experience, executive and advisory experience and his expertise in strategic planning.
The
Wells Agreement provides that Mr. Wells will serve for an initial term of three years (the “Initial Term”), which
may be renewed by the mutual agreement of Mr. Wells and the Company. Subject to other customary terms and conditions of such agreements,
the Wells Agreement provides that Mr. Wells will receive a base salary of $250,000 per year, which may be adjusted each year at
the discretion of the Company’s Board of Directors, and 1,025,000 shares of the Company’s common stock, which shall
vest on January 1, 2019 (the “Compensation Shares”). As further consideration, the Wells Agreement includes a sign-on
bonus of 120,000 shares of the Company’s common stock, with shall vest in its entirety to Mr. Wells on January 1, 2018 (the
“Sign-on Shares”). The Wells Agreement also includes incentive compensation equal to one quarter of one percent of
the Company’s net revenue paid in cash on an annual basis.
Pursuant to the Wells Agreement, if
terminated without cause during the Initial Term, the Company shall pay to Mr. Wells (a) an amount calculated by multiplying
the monthly salary, at the time of such termination, times the number of months remaining in the Initial Term, and (b) all
unpaid incentive compensation then in effect. In addition, the Sign-on Shares shall immediately vest, and the Compensation
Shares shall vest on
a pro rata
basis based on the number of days served under the Wells Agreement and the number of
days in the vesting period. For any other termination during the Initial Term, Mr. Wells shall receive payment of salary, at
the then current rate, and all due but unpaid incentive compensation through the date termination is effective.
Mr.
Wells has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered
into or adopted a material compensatory plan to which its principal executive officers participate or are a party.
John
P. Campi’s Executive Employment Agreement
In connection
with Mr. Wells’ appointment as President of the Company, John P. Campi withdrew from his position as the Company’s
President effective upon Mr. Well’s appointment, and will continue in his position as the Company’s Chief Executive
Officer.
On November
7, 2016, the Company’s Board of Directors approved the terms and conditions of an Executive Employment Agreement, dated
effective September 1, 2016, between John P. Campi and the Company (the “CEO Agreement”), which supersedes and replaces
the Executive Employment between the Company and Mr. Campi dated November 21, 2014.
The CEO Agreement provides that Mr. Campi
will serve for an initial term of one year (the “Initial CEO Term”), which may be renewed by the mutual agreement
of Mr. Campi and the Company. Subject to other customary terms and conditions of such agreements, the CEO Agreement provides
that Mr. Campi will receive a base salary of $150,000 per year. As further consideration, the CEO Agreement includes a
sign-on bonus of 120,000 shares of the Company’s common stock, which shall vest in its entirety on December 31, 2017
(the “CEO Sign-on Shares”). The CEO Agreement also includes incentive compensation equal to (a) one quarter
of one percent of the Company’s gross revenue and three percent of the Company’s annual net income paid in cash
on an annual basis, and (b) five-year options to purchase shares of the Company’s common stock in an amount equal to to
one half of one percent of the Company’s quarterly net income, the exercise price of which will be determined at the
time such options are granted.
Pursuant
to the CEO Agreement, if terminated without cause during the Initial CEO Term, the Company shall pay to Mr. Campi (a) an amount
calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the Initial
CEO Term, and (b) all unpaid incentive compensation then in effect on a
pro rata
basis. In addition, the CEO Sign-on Shares
shall immediately vest. For any other termination during the Initial CEO Term, Mr. Campi shall receive an amount calculated by
multiplying fifty percent of the monthly salary, in effect at the time of such termination, times the number of months remaining
in the Initial CEO Term, and shall not be entitled to incentive compensation payments then in effect, prorated or otherwise.
Mr.
Campi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered
into or adopted a material compensatory plan to which its principal executive officers participate or are a party.
The
Appointment of Rani Kohen as Executive Chairman
On November 7, 2016, the Company’s
Board of Directors approved the appointment of Rani Kohen, the Company’s Chairman of the Board, as the Company’s
Executive Chairman of the Board, pursuant to the terms and conditions of a Chairman Agreement, dated effective September 1,
2016, between Mr. Kohen and the Company (the “Chairman’s Agreement”) which supersedes and
replaces the Consulting Agreement between the Company and Mr. Kohen dated November 25, 2013.
The Chairman’s Agreement provides that
Mr. Kohen will serve for an initial term of three years (the “Initial Chairman’s Term”), which may be
renewed by the mutual agreement of Mr. Kohen and the Company. Subject to other customary terms and conditions of such
agreements, the Chairman’s Agreement provides that Mr. Kohen will receive a base salary of $250,000 per year, which may
be adjusted each year at the discretion of the Company’s Board of Directors, and stock compensation equal to 340,000
shares of the Company’s common stock per year, which shall vest on January 1 of the following year (the “Chairman
Compensation Shares”). As further consideration, the Chairman’s Agreement includes (a) a sign-on bonus of 120,000
shares of the Company’s common stock, with shall vest in its entirety on January 1, 2020 (the “Chairman Sign-on
Shares”), (b) supplemental bonus compensation of stock options to purchase up to 1,500,000 shares of the
Company’s common stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the
achievement of specified market capitalizations of the Company, and (c) incentive compensation equal to one half of one
percent of the Company’s gross revenue paid in cash, stock or options on an annual basis.
Pursuant to the Chairman’s Agreement,
if terminated without cause during the Initial Chairman’s Term, the Company shall pay to Mr. Kohen (a) an amount
calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the
Initial Chairman’s Term, and (b) all unpaid incentive compensation then in effect. In addition, the Chairman Sign-on
Shares shall immediately vest, and the Chairman Compensation Shares shall vest on
a pro rata
basis based on the number
of days served under the Chairman’s Agreement and the number of days from the beginning of the Initial
Chairman’s Term through August 31, 2019. For any other termination during the Initial Chairman’s Term, Mr. Kohen
shall receive payment, at the then current rate, through the date termination is effective.
Mr.
Kohen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered
into or adopted a material compensatory plan to which its principal executive officers participate or are a party.
The
foregoing summaries of the Wells Agreement, CEO Agreement and Chairman’s Agreement do not purport to be complete
and are subject to, and qualified in their entirety by, the full text of the Wells Agreement, CEO Agreement and Chairman’s
Employment Agreement, filed hereto as Exhibits 10.1, 10.2 and 10.3 respectively, and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
10.1 Executive Employment Agreement, dated August 17, 2016 between the Company and Mark J. Wells.
10.2 Executive Employment Agreement, dated September 1, 2016 between the Company and John P. Campi.
10.3
Chairman’s Agreement
, dated September 1, 2016 between the Company and Rani Kohen.
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.
SQL TECHNOLOGIES CORP.
Date: November 8, 2016
By:
/s/ John P. Campi
John P. Campi
Chief Executive Officer