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
March
1, 2017
Date
of Report (Date of earliest event reported)
ICTV
BRANDS INC
.
Exact
name of registrant as specified in its charter)
Nevada
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|
0-49638
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76-0621102
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(State
or other
jurisdiction)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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489
Devon Park Drive, Suite 315
Wayne,
PA 19087
(Address
of principal executive offices)
484-598-2300
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:
[ ] 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 Compensatory Arrangements of Certain Officers
In
connection with the Company’s recent acquisition of PhotoMedex, the Board of Directors determined that it would be in the
best interests of the Company to enter into a new Employment Agreements with its Chief Executive Officer, President and Chief
Financial Officer in order to ensure their continuing long term services. Therefore, the Company entered into new Employment Agreements
with each of those three key officers on March 1, 2017, each effective as of January 1, 2017.
The
Employment Agreement with Kelvin Claney, the Company’s Chief Executive Officer, is for an initial term of three years, and
automatically renews each year for a new three year term. For the first three years, Mr. Claney will serve as CEO. Thereafter,
Mr. Claney will serve as Creative Director, responsible for product identification and development, infomercial and video commercial
development and product sales initiatives. As CEO, Mr. Claney will receive an annual salary of $290,000, subject to annual review
and adjustment. Once Mr. Claney becomes Creative Director, his salary will be reduced as agreed at the time, but not less than
$175,000 per year. Mr. Claney will also be reimbursed for the reasonable cost of a supplemental health insurance policy, as approved
by the Company’s Compensation Committee, to supplement his Medicare primary insurance, will participate in the Company’s
group life and disability policies, will receive an automobile allowance, and will be eligible to participate in all other benefits
awarded to the Company’s senior management, such as employee stock option plans, profit-sharing plans and 401k plans. While
he is CEO, Mr. Claney will be entitled to an annual bonus equal to a percentage of the Company’s EBITDA over $1,000,000.
The percentage used to calculate the bonus ranges from 1% to as high as 3.5% to the extent EBITDA exceeds $5,000,000. If the Company’s
EBITDA for any year does not show an increase over the prior year, the amount of the performance bonus shall be subject to review
and appropriate adjustment by the Company’s Compensation Committee.
Mr.
Claney’s Employment Agreement may be terminated on death, disability, or for cause, in which event Mr. Claney will receive
his salary, benefits and bonus as accrued through the date of termination. The Employment Agreement may also be terminated without
cause, in which event Mr. Claney will be entitled to his salary through the remaining term of the agreement, his benefits and
bonus as accrued through the date of termination, immediate vesting of any stock options previously granted to him and 1,000,000
shares of the Company’s common stock.
The
Employment Agreement also provides that Mr. Claney may not disclose or use any confidential information of the Company during
or after the term of the Employment Agreement. During his employment with the Company and for a period of not less than two years
following his termination of employment for any reason, Mr. Claney is also precluded from engaging or assisting in any business
which is in competition with the Company.
The
Employment Agreement with Richard Ransom, the Company’s President, is for an initial term of three years, and automatically
renews each year for a new three year term. Mr. Ransom will receive an annual salary of $225,000, subject to annual review and
adjustment. Mr. Ransom will be eligible to participate in the Company’s group health, life and disability policies, will
receive an automobile allowance, and will be eligible to participate in all other benefits awarded to the Company’s senior
management, such as employee stock option plans, profit-sharing plans and 401k plans. The Employment Agreement provides that Mr.
Ransom will be entitled to an annual bonus equal to a percentage of the Company’s EBITDA over $1,000,000. The percentage
used to calculate the bonus ranges from 1% to as high as 3.5% to the extent EBITDA exceeds $5,000,000. If the Company’s
EBITDA for any year does not show an increase over the prior year, the amount of the performance bonus shall be subject to review
and appropriate adjustment by the Company’s Compensation Committee.
Mr.
Ransom’s Employment Agreement may be terminated on death, disability, or for cause, in which event Mr. Ransom will receive
his salary, benefits and bonus as accrued through the date of termination. The Employment Agreement may also be terminated without
cause, in which event Mr. Ransom will be entitled to his salary through the remaining term of the agreement, his benefits and
bonus as accrued through the date of termination, immediate vesting of any stock options previously granted to him and 1,000,000
shares of the Company’s common stock.
The
Employment Agreement also provides that Mr. Ransom may not disclose or use any confidential information of the Company during
or after the term of the Employment Agreement. During his employment with the Company and for a period of not less than two years
following his termination of employment for any reason, Mr. Ransom is also precluded from engaging or assisting in any business
which is in competition with the Company.
The
Employment Agreement with Ernest P. Kollias, Jr., the Company’s Chief Financial Officer, is for a term of three years. Mr.
Kollias will receive an annual salary of $160,000, subject to annual review and adjustment. Mr. Kollias will be eligible to participate
in the Company’s group health, life and disability policies, will receive an automobile allowance, and will be eligible
to participate in all other benefits awarded to the Company’s senior management, such as employee stock option plans, profit-sharing
plans and 401k plans. The Employment Agreement provides that Mr. Kollias will be entitled to an annual bonus equal to a percentage
of the Company’s EBITDA over $1,000,000. The percentage used to calculate the bonus ranges from .5% to as high as 2% to
the extent EBITDA exceeds $5,000,000. If the Company’s EBITDA for any year does not show an increase over the prior year,
the amount of the performance bonus shall be subject to review and appropriate adjustment by the Company’s Compensation
Committee.
Mr.
Kollias’ Employment Agreement may be terminated on death, disability, or for cause, in which event Mr. Kollias will receive
his salary, benefits and bonus as accrued through the date of termination. The Employment Agreement may also be terminated without
cause, in which event Mr. Kollias will be entitled to his salary through the remaining term of the agreement or, if greater, for
18 months, his benefits and bonus as accrued through the date of termination, and immediate vesting of any stock options previously
granted to him.
The
Employment Agreement also provides that Mr. Kollias may not disclose or use any confidential information of the Company during
or after the term of the Employment Agreement. During his employment with the Company and for a period of two years following
his termination of employment for any reason, Mr. Kollias is also precluded from engaging or assisting in any business which is
in competition with the Company.
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.
ICTV
Brands Inc.
By:
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/s/
Kelvin Claney
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Kelvin
Claney, Chief Executive Officer
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Date:
March 8, 2017