Current Report Filing (8-k)
April 06 2017 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 1, 2017
Date
of Report (Date of earliest event reported)
ADESTO
TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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001-37582
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16-1755067
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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 No.)
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3600 Peterson Way, Santa Clara, CA
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95054
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(Address of principal executive offices)
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(Zip Code)
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(408) 400-0578
(Registrants 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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
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☐
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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Effective April 1, 2017, the Compensation Committee (the
Committee
) of the Board of Directors of Adesto
Technologies Corporation (the
Company
) approved grants of performance-based restricted stock units (
PRSUs
) to acquire shares of the Companys common stock (
common
stock
) to each of the Companys executive officers, including the named executive officers of the Company listed in the Companys definitive proxy statement for its 2016 Annual Meeting of Stockholders, Narbeh Derhacobian,
President and Chief Executive Officer, Ron Shelton, Chief Financial Officer, and Ishai Naveh, Vice President, Business Development. PRSUs were granted to such named executive officers for the following target number of shares of common stock
(
target shares
): 45,000 shares for Mr. Derhacobian; 37,500 shares for Mr. Shelton; and 17,188 shares for Mr. Naveh. These awards were granted under the 2015 Equity Incentive Plan. The PRSUs are subject to
vesting based on the achievement of specified performance metrics as set forth below.
The target shares shall become earned under the
PRSUs only if (x) the Companys financial performance meets or exceeds all three of the goals for the Companys revenue, gross profit and EBITDA contained in the Companys financial plan for 2017 and (y) the average closing
price per share of common stock for the 30 consecutive trading days prior to and including March 30, 2018 meets or exceeds a pre-established price per share, as adjusted for any cumulative appreciation of the Nasdaq Composite Index from
March 31, 2017 to March 30, 2018. If any target shares become earned (
earned shares
) as a result of achievement of all of the performance metrics described above, then 20% of the earned shares shall vest on the
date that the Committee determines the actual achievement of the performance metrics and the remainder will vest in equal quarterly installments on June 30, 2018 and at the end of each of the next seven quarters thereafter until all of the
earned shares have completed vested. If the Company fails to meet or exceed any of the performance metrics described above, then no shares will be earned under the awards and all shares will be forfeited under the awards. Subject to certain
exceptions, the awards shall vest, if at all, only following the end of March 30, 2018, and the executive officers must be employed by the Company at the time of vesting for the award to vest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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A
DESTO
T
ECHNOLOGIES
C
ORPORATION
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Date: April 6, 2017
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By:
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/s/ Ron Shelton
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Name: Ron Shelton
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Title: Chief Financial Officer and Secretary
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