Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain
Officers.
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Effective
February 20, 2018, Long Blockchain Corp. (the “Company”) appointed Shamyl Malik as Chief Executive Officer of the
Company to replace Philip Thomas. In connection therewith, Mr. Thomas terminated his employment agreement with the Company for
“good reason” due to a substantial and material adverse change in Mr. Thomas’ title, duties and responsibilities,
and resigned as a director of the Company. Under Mr. Thomas’ employment agreement, he is entitled to be paid nine (9) months
of his base salary, all valid expense reimbursements and all accrued but unused vacation pay (pro rata for the period to the date
of termination).
Mr.
Malik will now assume Mr. Thomas’ duties as Chief Executive Officer. Mr. Malik has served as a member of the Company’s
board of directors since January 2018. Mr. Malik has been involved in the financial technology sector for over the past decade.
He has served as Global Head of Trading at Voltaire Capital, a leading liquidity provider in the foreign exchange market, since
June 2015. Prior to joining Voltaire Capital, he served as Head of FX Electronic Trading at Morgan Stanley (January 2014 to May
2015) and Head of Electronic Market Making for Emerging Markets and Precious Metals in the Capital Markets Division at Citibank
(July2010 to December 2013). Mr. Malik began his investment banking career at Lehman Brothers, working in both New York and London
across various derivative trading roles in fixed income, commodities and currencies. He received a B.Sc. from Lahore University
of Management Sciences, completed his Master of Philosophy degree in Econometrics at the Corpus Christi College, University of
Oxford, and has performed economic research at the IMF and the World Bank in Washington D.C.
In
connection with Mr. Malik’s appointment, the Company and Mr. Malik entered into a one-year employment agreement. The employment
agreement provides for Mr. Malik to receive a base salary of $250,000. For the first six months of Mr. Malik’s employment,
his salary will be paid in shares of Common Stock of the Company. For the remaining six months of Mr. Malik’s employment
(and any extension period agreed upon between the parties), his salary will be payable in cash, shares of Common Stock of the
Company or a combination thereof, at the sole option of Mr. Malik. Additionally, if Mr. Malik is still employed by the Company
on January 1, 2019, he will be entitled to a guaranteed bonus of $250,000, payable half in shares of Common Stock of the Company
and half in cash, shares of Common Stock of the Company or a combination thereof, at the sole option of Mr. Malik. All shares
issued under the agreement will be valued at $3.00 per share and be under the Company’s 2017 Long-Term Incentive Equity
Plan.
Unless
terminated by the Company without “cause” or by Mr. Malik with “good reason” (as such terms are defined
in the employment agreement), upon termination Mr. Malik will be entitled only to his base salary through the date of termination,
valid expense reimbursements and certain unused vacation pay. If terminated by the Company without “cause” or by Mr.
Malik with “good reason,” Mr. Malik will be entitled to be paid severance equal to his base salary for a period of
nine months.
Mr.
Malik’s employment agreement contains provisions for the protection of the Company’s intellectual property and confidential
information and certain non-competition restrictions (generally imposing restrictions during employment and until six months thereafter
on (i) ownership or management of, or employment or consultation with, competing companies, (ii) soliciting employees to terminate
their employment (iii) soliciting business from the Company’s customers, and (iv) soliciting prospective acquisition and
investment candidates for purposes of acquiring or investing in such entity).
The
Company’s board of directors also approved management’s intentions to spin off Long Island Brand Beverages, LLC (“LIBB”),
the Company’s existing beverage business subsidiary (the “Spin Off”). The Spin Off will allow the Company to
focus exclusively on its move into the blockchain technology industry. The Company aims to structure and complete the Spin Off
during the second quarter of 2018, and aims to maintain a public listing for the spun off company (“SpinCo”). The
Board of Directors of the Company has formed a beverage subcommittee comprised of board members Bill Hayde, John Carson, and Tom
Cardella who will be solely responsible for appointing the Board and Chief Executive Officer of SpinCo.
In connection with the
foregoing, Cullen Inc Holdings Ltd., a significant shareholder of the Company (the “Cullen Group”),
and certain other shareholders of the Company with which it is affiliated (collectively, the “Signing Stockholders”)
entered into voting agreements with the Company pursuant to which they agreed to vote the shares of Common Stock of the Company
owned by them, to the extent necessary, in favor of any action necessary to effectuate the Spin Off. Additionally, until the earlier
of (i) one year from the consummation of the Spin Off or (ii) the date on which the shares of SpinCo become listed on a national
securities exchange, in the event any vote of stockholders of SpinCo is necessary to effectuate any corporate action, the Signing
Stockholders agreed to vote the SpinCo shares they receive upon consummation of the Spin Off (i) in favor of any corporate action
recommended by the then existing board of directors of SpinCo (each a “SpinCo Action”), including but not limited
to, the election of directors and any extraordinary corporate transaction, including a merger, acquisition, sale, consolidation,
reorganization or liquidation involving SpinCo and a third party, or any other proposal of a third party to acquire SpinCo and/or
(ii) against any action or agreement which would impede, interfere with or prevent any SpinCo Action from being consummated. The
Signing Stockholders agreed not to transfer their shares of the Company and SpinCo for certain periods of time subject to certain
limited exceptions.
Pursuant to the voting
agreement, the Company agreed to appoint to the board of directors a nominee of the Cullen Group that is mutually agreeable to
the Company and the Cullen Group. The Cullen Group has not yet designated any appointee.
The
foregoing descriptions of Mr. Malik’s employment agreement and the voting agreements do not purport to be complete and are
qualified in their entirety by reference to such exhibits attached to this Current Report on Form 8-K.