Current Report Filing (8-k)
June 24 2021 - 06:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 23, 2021 (June 21, 2021)
Inspired
Entertainment, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36689
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47-1025534
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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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250
West 57th Street, Suite 415
New
York, New York
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10107
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 565-3861
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 to 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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.0001 per share
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INSE
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
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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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Effective
June 21, 2021, Inspired Entertainment, Inc. (the “Company”) entered into an amendment (the “Addendum”) to the
employment agreement between the Company and A. Lorne Weil, the Company’s Executive Chair (the “Executive”), dated
as of October 9, 2020 (such agreement, as clarified on April 12, 2021, the “Employment Agreement”). The Employment Agreement,
as amended by the Addendum, provides that the Executive agrees to convert his first tranche of Time Based RSUs and first tranche of Adjusted
EBITDA Based RSUs to Stock Price Based RSUs by:
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a.
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Modifying Section 6a2(i)(1) (relating to Time Based
RSUs) to decrease the referenced number of Time Based RSUs from 250,000 RSUs to 165,000 RSUs and eliminating the first tranche
scheduled to vest on December 31, 2022, as provided in Section 6a2(i)(1)(a);
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b.
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Modifying Section 6a2(ii)(1) (relating to Adjusted EBITDA
Based RSUs) by:
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i.
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revising the reference to 250,000 Adjusted EBITDA Based RSUs to 187,500 RSUs; and
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ii.
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revising the reference to the year 2021 to 2022;
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c.
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Increasing the 250,000 Stock Price Based RSUs provided for in Section 6a2(iii)(1) by 147,500 RSUs, thereby increasing the total number of Stock Price Based Shares in that section to 397,500;
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d.
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Modifying Section 6a2(iii)(2)(a)(iii) (regarding Stock
Price Based RSUs) by changing the reference to 85,000 Stock Price Based RSUs to 135,000 RSUs, thereby increasing the number of
RSUs subject to the $15.00 vesting threshold by 50,000 of the RSUs being converted from the Sections described above;
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e.
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Adding a new Section 6a2(iii)(2)(a)(iv) providing
that 50,000 Stock Price Based RSUs will vest if the average Closing Price of the Company’s common stock for any consecutive
45 calendar day period following the date of the Addendum shall be not less than $17.50; and
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f.
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Adding a new Section 6a2(iii)(2)(a)(v) providing that 47,500
Stock Price Based RSUs will vest if the average Closing Price of the Company’s common stock for any consecutive 45 calendar
day period following the date of the Addendum shall be not less than $20.00.
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The foregoing Addendum was
entered into following the receipt of feedback from certain stockholders, and reflects a desire to further align the
Executive’s equity incentives with the interests of the Company’s stockholders, while preserving incentives for
the Executive to remain with the Company throughout the term of the Employment Agreement and reflecting the Compensation
Committee’s desire to preserve the incentive structure of time vesting to incentivize longevity and performance
based upon both EBITDA and stock price.
The description
of the Addendum set forth above is qualified in its entirety by reference to the full text of the Addendum, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01.
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Financial Statements and Exhibits
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(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
June
23, 2021
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Inspired Entertainment, Inc.
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By:
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/s/
Carys Damon
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Name:
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Carys
Damon
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Title:
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General
Counsel
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Exhibit
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