Current Report Filing (8-k)
June 11 2018 - 4:50PM
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
June 7, 2018
(Date of earliest event reported)
Cinedigm
Corp.
(Exact name of registrant as specified in
its charter)
Delaware
|
001-31810
|
22-3720962
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
45 West 36
th
Street, 7
th
Floor, New York, New York
|
10018
|
(Address of principal executive offices)
|
(Zip Code)
|
212-206-8600
(Registrant’s telephone number, including
area code)
(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
(
see
General Instruction A.2. below):
|
¨
|
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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
Item 5.02
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
|
On June 7, 2018, Cinedigm Corp. (the “Company”)
entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of August 22,
2013 and amended on August 4, 2017, between the Company and Christopher J. McGurk (the “Employment Agreement”). Pursuant
to the Amendment, Mr. McGurk will continue to serve as the Chief Executive Officer and Chairman of the Board of the Company through
March 31, 2021. The Amendment also provides that (i) if Mr. McGurk’s employment continues after March 31, 2021 without an
extension or renewal of the Employment Agreement, as amended, or entry into another employment agreement, then such employment
will be at-will and, for the duration of the at-will employment, Mr. McGurk will be entitled to receive the Base Salary (as defined
in the Employment Agreement) and participate in the bonus, stock incentive, and benefit programs in effect at the expiration of
the Term (as defined in the Amendment).
The Amendment also provides that Mr. McGurk is eligible for
(i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity percentage of 100% of the Base Salary,
to be adjusted higher or lower at the sole and absolute discretion of the Compensation Committee of the Board of Directors (the
“Compensation Committee”), consistent with goals established from time to time by the Compensation Committee, (ii)
under the Company’s 2017 Equity Incentive Plan, performance share units for up to 640,000 shares of the Company’s Class
A common stock (the “Common Stock”), subject to the EBITDA targets to be determined in the sole and absolute discretion
of the Compensation Committee, with 50% of such shares to vest on March 31 of each of 2019 and 2020, and (iii) under the Company’s
2017 Equity Incentive Plan, 700,000 stock appreciation rights (“SARs”) having an exercise price of $1.47 and a term
of ten (10) years, and one-third (1/3) of which will vest on March 31 of each of 2019, 2020 and 2021.
The Amendment provides that, in the event of a termination without
Cause (as defined in the Employment Agreement), Mr. McGurk shall be entitled to payment of (i) the greater of any Base Salary for
the remainder of the Term or one year’s Base Salary and (ii) an amount equivalent to the average of the last three (3) bonus
payments under the MAIP, if any, under the Employment Agreement. In addition, the Amendment provides that the existing severance
terms in connection with a Change in Control apply if all conditions to such payment occur prior to March 31, 2020, and that if
such conditions apply occur thereafter, then Mr. McGurk shall be entitled to the payments described in the first sentence of this
paragraph instead.
All terms of the Employment Agreement that were not affected
by the Amendment remain in full force and effect.
The foregoing description of the Amendment is qualified in its
entirety by reference to such agreement, which is filed herewith as Exhibit 10.1. A form of Notice of Stock Appreciation Right
Grant is filed herewith as Exhibit 10.2.
|
Item 9.01
|
Financial Statements
and Exhibits.
|
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 thereunto duly authorized.
|
|
CINEDIGM CORP.
|
Dated: June 11, 2018
|
|
By:
|
/s/ Gary S. Loffredo
|
|
|
|
Gary S. Loffredo
President of Digital Cinema, General Counsel and Secretary
|
Cinedigm (NASDAQ:CIDM)
Historical Stock Chart
From Apr 2024 to May 2024
Cinedigm (NASDAQ:CIDM)
Historical Stock Chart
From May 2023 to May 2024