Current Report Filing (8-k)
February 07 2018 - 4:27PM
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): February 1, 2018
Intellicheck,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-50296
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11-3234779
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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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100
Jericho Quadrangle, Suite 202, Jericho, NY 11753
(Address
of principal executive offices) (Zip code)
(516)
992-1900
(Registrant’s
telephone number, including area code)
Not
Applicable
(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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[ ]
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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
Departure of Directors or Certain Officers; Election of Directors;
Appointment
of New Chief Executive Officer.
The
Board of Intellicheck, Inc. (the “
Company
”) has appointed Bryan Lewis the Company’s President and Chief
Executive Officer. Mr. Lewis’ first day of employment as CEO will be February 21, 2018 (the “
Start Date
”).
Prior to joining Intellicheck, Mr. Lewis was Chief Operating Officer of Third Bridge, Inc. from 2013 to 2017 where he oversaw
the growth of the company from 100 to 600 employees and a CAGR of 56% in a four-year period. Previously, Mr. Lewis held senior
leadership positions at BondDesk from 2011 to 2013 (sold to TradeWeb), and AnalytixInsight, Inc. from 2010 to 2011 among other
positions. He began his career as a bond trader.
In
connection with becoming the Company’s Chief Executive Officer, Mr. Lewis and the Company have entered into an employment
agreement, dated February 1, 2018 (the “
Agreement
”). The Agreement provides for a base salary of $250,000 per
year. The Agreement also provides for participation in Company employee benefits programs, receipt of certain relocation benefits,
and certain potential annual incentive compensation awards. For the remainder of 2018, Mr. Lewis may earn an additional amount
of $125,000 based on achievement of goals identified by the Board within 90 days of the Start Date (and including to be agreed
to additional amounts based on over performance). Mr. Lewis will also, on his first day of employment as Chief Executive Officer,
be granted an option to purchase 100,000 shares of the Corporation’s common stock subject to a four-year vesting schedule
under the Company’s 2015 Omnibus Incentive Plan, as amended.
The
Agreement also provides for certain severance payments in the event Mr. Lewis is terminated without cause including pay for six
(6) months if Mr. Lewis is terminated without cause less than 12 months after February 1, 2018, pay for twelve (12) months if
Mr. Lewis is terminated without cause between one (1) and five (5) years after February 1, 2018, and pay for eighteen (18) months
if Mr. Lewis is terminated without cause after the fifth anniversary of this Agreement, in addition to reimbursement for certain
living expenses and relocation advances and expenses in certain situations.
In
connection with Mr. Lewis’ appointment as President and Chief Executive Officer, Bill White, who has served as interim CEO
since October 4, 2017, will resume his position as Chief Financial Officer upon Mr. Lewis’ first day of employment.
A
copy of the Company’s press release announcing the appointment of Mr. Lewis is attached hereto as Exhibit 99.1.
Item
9.01 - Financial Statements and Exhibits
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 thereunto duly authorized.
Dated:
February 7, 2018
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INTELLICHECK,
INC.
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By:
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/s/
Bill White
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Bill
White
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Interim
Chief Executive Officer
Chief
Financial Officer
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