Current Report Filing (8-k)
January 16 2013 - 4:07PM
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): January 14, 2013
Unwired Planet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16073
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94-3219054
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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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170 South Virginia Street, Suite 201
Reno, Nevada 89501
(Address of Principal Executive Offices) (Zip Code)
(775) 980-2345
(Registrants telephone number, including area code)
N/A
(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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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 Arrangements of Certain Officers.
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(b) Resignation of Director.
Effective January 14, 2013, Henry R. Nothhaft resigned from the Board of Directors of Unwired Planet, Inc. (Unwired Planet or the Company) and resigned as a member of the
Audit Committee and Compensation Committee of the Board of Directors of the Company. Mr. Nothhafts resignation was not due to any disagreement with the Company or any matter relating the Companys operations, policies or practices.
In connection with the resignation of Mr. Nothhaft, and consistent with a policy previously approved by the Compensation
Committee of the Board of Directors:
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all unvested stock options of the Company held by Mr. Nothhaft as of the resignation date shall be immediately vested on the resignation date;
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the Companys repurchase right with respect to any restricted stock held by Mr. Nothhaft as of the resignation date shall be immediately
lapsed on the resignation date; and
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the post-termination exercise periods for all of the stock options of the Company held by Mr. Nothhaft as of the resignation date shall be
extended for an additional fifteen (15) month period.
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(d) Election of Director.
Effective on January 15, 2013, David Lockwood was appointed to the Board of Directors of the Company as a Class III director, and
will be up for re-election at the Companys 2014 Annual Meeting of Stockholders. Mr. Lockwood will also serve as a member of the Audit Committee of the Board of Directors and a member and chairman of the Compensation Committee of the Board
of Directors. As compensation for his services, Mr. Lockwood will be entitled to (i) following his appointment, an option to purchase 24,000 shares of common stock with annual vesting over a three-year period, and a restricted stock bonus
of 18,000 shares of common stock with annual vesting over a three-year period contingent upon continued service as a member of the Board of Directors, (ii) beginning with the Companys 2013 Annual Meeting, on the date of the Companys
Annual Meeting, an option to purchase 24,000 shares of common stock with annual vesting over a three-year period contingent upon continued service as a member of the Board of Directors, and a restricted stock bonus of 18,000 shares of common stock
with annual vesting over a three-year period contingent upon continued service as a member of the Board of Directors, (iii) on January 1 of each year, restricted stock units with a fair market value equal to $40,000, which will vest on the
one-year anniversary of the grant date (which for the current year will be pro-rated and represent restricted stock units with a fair market value equal to $38,356), (iv) an annual retainer for service as chairman of the Compensation Committee
of the Board of Directors of $15,000, and (v) an annual retainer for service as a member of the Audit Committee of the Board of Directors of $15,000.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
99.1 Press Release issued by Unwired Planet, Inc. on January 16, 2013.
The information in Item 5.02 of this report, including Exhibit 99.1 attached hereto, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in Item 5.02 and
in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Unwired Planet, Inc., whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
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 hereunto duly authorized.
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Unwired Planet, Inc.
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By:
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/s/ Michael Mulica
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Dated: January 16, 2013
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Name:
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Michael Mulica
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Title:
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Chief Executive Officer
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