UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 18, 2015
XURA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35572
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04-3398741
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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200 Quannapowitt Parkway
Wakefield, Massachusetts
(Address of principal executive offices)
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01880
(Zip Code)
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Registrant's telephone number, including area code: (781) 246-9000
N/A
(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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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 18, 2015, the Board of Directors (the “Board”) of Xura, Inc. (the “Company”) increased the size of the Board to eight (8) directors and approved the recommendation of the Corporate Governance & Nominating Committee to appoint Niccolo M. de Masi to fill the resulting vacancy, to serve until the 2016 annual meeting of stockholders or until his successor is duly elected and qualified. There are no arrangements or understandings between Mr. de Masi and any other persons pursuant to which he was selected as a director. Mr. de Masi will also serve as a member of the Board’s Audit Committee and the Corporate Governance and Nominating Committee. There have been no transactions involving Mr. de Masi that would require disclosure under Item 404(a) of Regulation S-K. In connection with his appointment, Mr. de Masi will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are summarized in the Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission on May 28, 2015.
Mr. de Masi, age 35, has served as the President and Chief Executive Officer of Glu Mobile Inc. (“Glu”) and as one of its directors since January 2010. Mr. de Masi became interim Chairman of Glu’s Board in July 2014 and Chairman in December 2014. Prior to joining Glu, Mr. de Masi was the Chief Executive Officer and President of Hands-On Mobile, a mobile technology company and developer and publisher of mobile entertainment, from October 2009 to December 2009, and previously served as the President of Hands-On Mobile from March 2008 to October 2009. Prior to joining Hands-On Mobile, Mr. de Masi was the Chief Executive Officer of Monstermob Group PLC, a mobile entertainment company, from June 2006 to February 2007. Mr. de Masi joined Monstermob in 2004 and, prior to becoming its Chief Executive Officer, held positions as its Managing Director and as its Chief Operating Officer, where he was responsible for formulating and implementing Monstermob’s growth and product strategy. Prior to joining Monstermob, Mr. de Masi worked in a variety of corporate finance and operational roles within the technology, media and telecommunications (TMT) sector, beginning his career with JP Morgan on both the TMT debt capital markets and mergers and acquisitions teams in London. He has also worked as a physicist with Siemens Solar and within the Strategic Planning and Development divisions of Technicolor. Mr. de Masi holds an M.A. degree in Physics and an MSci. degree in Electronic Engineering—both from Cambridge University. Mr. de Masi’s qualifications to serve on the Board include his leadership, operational, financial, business and strategy experience as well as his corporate governance experience attributable to his service as President, Chief Executive Officer and Chairman of the Board of a publicly-traded company.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press Release of Xura, Inc., dated November 18, 2015.
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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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XURA, INC.
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By:
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/s/ Roy Luria
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Roy Luria
Executive Vice President, General Counsel and
Corporate Secretary
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Date: November 18, 2015
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Xura, Inc., dated November 18, 2015.
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EXHIBIT 99.1
Press Release
Media Contact:
Maria Hudson
Xura
maria.hudson@xura.com
+44 7967813429
Investor Relations Contact:
Luke Todd
Xura
Luke.todd@Xura.com
+1-781-213-2131
Niccolo de Masi Appointed to Xura Board of Directors
WAKEFIELD, Mass., Nov. 18, 2015: Today Xura, Inc. (NASDAQ: MESG), a leading provider of digital communications services, announced that Niccolo de Masi, the President, Chief Executive Office and Chairman of Glu Mobile Inc. (NASDAQ: GLUU), has been appointed to the company's Board of Directors.
Mr. de Masi brings a wealth of experience from the digital communications industry, with a particular focus on new and emerging mobile technologies. He has innovative leadership, operational, financial, business, strategy and corporate governance experience through his service as Chief Executive Officer and director of a publicly-traded company.
"Niccolo is an exceptional addition to our board. His visionary leadership and technology acumen will be a great asset to the team," said Henry R. "Hank" Nothhaft, Xura's Chairman of the Board.
"I am delighted that Niccolo has joined our Board. His exemplary achievements are reflected through his in-depth technical knowledge of the digital communications services market, and passion for new and emerging technologies, which will be invaluable to Xura as we leverage our global leadership position to create the future of digital communications services," said Philippe Tartavull, Xura's President and Chief Executive Officer.
"I am very enthused to join the Board of Xura in these exciting times for the company following the recent merger and the positioning of Xura as a new strong brand in the market place. I look forward to working with the board to help guide the company to a continued successful future, as Xura helps to navigate its customers to next generation digital technology," said Niccolo de Masi.
About Niccolo de Masi
Mr. de Masi, has served as the President and Chief Executive Officer of Glu Mobile Inc. (“Glu”) and as one of its directors since January 2010. Mr. de Masi became interim Chairman of Glu’s Board in July 2014 and Chairman in December 2014. Prior to joining Glu, Mr. de Masi was the Chief Executive Officer and President of Hands-On Mobile, a mobile technology company, that was a developer and publisher of mobile entertainment, from October 2009 to December 2009, and previously served as the President of Hands-On
Mobile from March 2008 to October 2009. Before his time with Hands-On Mobile, Mr. de Masi was the Chief Executive Officer of Monstermob Group PLC, a mobile entertainment company, from June 2006 to February 2007. Mr. de Masi joined Monstermob in 2004 and, prior to becoming its Chief Executive Officer, held positions as its Managing Director and as its Chief Operating Officer, where he was responsible for formulating and implementing Monstermob’s growth and product strategy. Mr. de Masi worked in a variety of corporate finance and operational roles within the technology, media and telecommunications (TMT) sector, beginning his career with JP Morgan on both the TMT debt capital markets and mergers and acquisitions teams in London. He has also worked as a physicist with Siemens Solar and within the Strategic Planning and Development divisions of Technicolor. Mr. de Masi holds an M.A. degree in Physics and an MSci. degree in Electronic Engineering—both from Cambridge University.
About Xura, Inc.
Xura, Inc. (NASDAQ: MESG) offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (“CSPs”) and enterprises navigate and monetize the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion people through 350+ service providers and enterprises in 140+ countries. You can find us at Xura.com.
Forward-Looking Statements
This press release includes “forward-looking statements.” Forward-looking statements include statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this press release. These risks and uncertainties discussed above, as well as others, are discussed in greater detail in our filings with the SEC. The documents and reports we file with the SEC are available through us, or our website, www.Xura.com, or through the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov.
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