Current Report Filing (8-k)
April 17 2017 - 5:03PM
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
Date of Report (Date of earliest event reported): April 12, 2017
Endurance International Group Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-
36131
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46-3044956
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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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10 Corporate Drive, Suite 300
Burlington, MA
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01803
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area
code: (781) 852-3200
(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):
☐
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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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☐
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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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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 transition 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.
Endurance International Group Holdings, Inc. (the Company) has announced that, on
April 12, 2017, its Board of Directors and its Chief Executive Officer Hari Ravichandran adopted a CEO transition plan. Mr. Ravichandran will remain CEO and serve as a Board member while the Company conducts a search to identify his
successor.
The Board and Mr. Ravichandran have been engaged in a dialogue over an extended period of time about an eventual transition of his
leadership. Given the significant expansion of the business, the substantial focus on free cash flow generation and risk management, and the previously disclosed SEC investigation regarding
non-GAAP
metrics,
the Board decided, and Mr. Ravichandran agreed, to accelerate the succession planning. The Board has retained Heidrick & Struggles, an international executive search firm, to assist with the search process for a new CEO with a breadth
of experience growing complex organizations.
In connection with this transition plan, the Company and Mr. Ravichandran have entered into an
agreement confirming that, subject to his execution of a general release of claims, he will be entitled, under his existing Employment Agreement dated as of September 20, 2013, as amended on October 11, 2013 and September 18, 2015, to
the following benefits upon conclusion of the planned transition:
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continued payment of his base salary for a period of 24 months;
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a lump sum payment in an amount that, after applicable taxes, is equal to the monthly COBRA premium that Mr. Ravichandran would be required to pay to continue group health insurance coverage for a period of 18
months.
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During the transition period, Mr. Ravichandran will continue to be paid his existing base salary and his equity awards will
continue to vest and be exercisable in accordance with their existing terms.
In addition, the agreement extends by one year the period in which
Mr. Ravichandran may exercise vested stock options. The agreement also confirms that, in accordance with his existing Employment Agreement, Mr. Ravichandran will resign as a member of the Companys Board of Directors when he ceases to
serve as CEO.
A copy of the agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
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Transition, Separation and Release of Claims Agreement, dated April 17, 2017, between Endurance International Group Holdings, Inc. and Hari Ravichandran
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Forward-Looking Statements
This Current Report on Form
8-K
contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the CEO transition plan. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other
statements contained herein that are not historical facts, and statements identified by words such as expects, intends, will, may, and variations of such words or words of similar meaning and the use
of future dates. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and
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prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as
reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that these plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from
those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: our ability to identify, attract, engage and transition to a new CEO; that we may be
unable to successfully enhance the customer product and service experience and improve customer satisfaction and retention through operational and infrastructure improvements; that we may encounter difficulties or delays in our efforts to build
brand awareness of our key brands; that we may be unable to drive revenue growth by increasing ARPS through cross-selling and other product-related initiatives; that we may continue to experience decreases in our subscriber base; an adverse impact
on our business from litigation or regulatory proceedings; an adverse impact on our business from our substantial indebtedness and the cost of servicing our debt; the rate of growth of the Small and Medium Business (SMB) market for our
solutions; that we may be unable to increase sales to our existing subscribers, or retain our existing subscribers; system or Internet failures; that we may be unable to maintain or improve our competitive position or market share; and other risks
set forth under the caption Risk Factors in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 filed with the SEC on February 24, 2017 and other reports we file
with the SEC. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
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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 hereunto duly authorized.
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ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
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Date: April 17, 2017
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By:
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/s/ Marc Montagner
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Marc Montagner
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Chief Financial Officer
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Index to Exhibits
The following exhibits are attached with this current report on Form
8-K:
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Exhibit No.
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Description
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10.1
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Transition, Separation and Release of Claims Agreement, dated April 17, 2017, between Endurance International Group Holdings, Inc. and Hari Ravichandran
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