Current Report Filing (8-k)
February 12 2018 - 4:09PM
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): February 8, 2018
Intermolecular, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35348
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20-1616267
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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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3011 N. First Street
San Jose, California
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95134
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(Address of Principal Executive Offices)
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(Zip Code)
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(408)
582-5700
(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:
☐ 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 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
Appointment of Mr. Adam Scheer and Mr. Jonathan B. Schultz to Board of
Directors
On February 8, 2018, upon the recommendation of its Nominating and Corporate Governance Committee (the
Nominating
Committee
), the Board increased the size of the Board from seven directors to nine directors and appointed Adam Scheer and Jonathan B. Schultz to fill the vacancies created by such increase. Mr. Schultz was appointed as a Class I
director, with a term of office expiring at the Companys 2018 annual meeting of stockholders. Mr. Scheer was appointed as a Class II director, with a term of office expiring at the Companys 2019 annual meeting of stockholders.
Mr. Scheer, age 46, has been the President of SecureRF Corporation, a leading provider of quantum-resistant authentication and identification
cryptograhic tools for
low-resource
processors, since October 2017. Prior to joining SecureRF, Mr. Scheer was the Chief Operating Officer of MRV Communications and served a key member of the team that
drove MRVs sale to Adva Optical Networking SE. Prior to joining MRV in October 2015, Mr. Scheer served as the Vice President of Marketing and Product Management for the Optical Security and Performance Products group of Viavi Solutions,
Viavis thin film coatings group. Over the course of nearly 15 years with Viavi Solutions and its predecessor companies, Mr. Scheer served in senior marketing, strategy, corporate development, sales and product management roles.
Mr. Scheer earned a Bachelors in Arts in History from Williams College and a Master in Business Administration in Management from New York Universitys Stern School of Business.
Mr. Schultz, age 53, has been the managing principal of Onyx Equities, LLC, a leading real estate investment and property services firm specializing in
acquiring and managing commercial properties, since he
co-founded
it in 2005. Mr. Schultz also has served on the board of trustees of the Riverview Medical Center Foundation since 2014. Mr. Schultz
earned a Bachelor in Arts and Sciences in economics from Syracuse University.
There were no arrangements or understandings
between either Mr. Scheer or Mr. Schultz, and any other person pursuant to which Mr. Scheer and Mr. Schultz were appointed as members of the Board. There have been no transactions between either Mr. Scheer or
Mr. Schultz and the Company required to be disclosed by Item 404(a) of Regulation
S-K.
As
non-employee
directors, Mr. Scheer and Mr. Schultz, or their designees as applicable, will receive compensation in accordance with the Companys
non-employee
director compensation program, which is described under the heading Board of Directors, Corporate Governance and Related MattersDirector Compensation in the Companys Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 5, 2017. In addition, it is expected that each of Mr. Scheer and Mr. Schultz will execute the Companys standard form of indemnification agreement for directors and officers. Such form
of indemnification agreement is filed as Exhibit 10.12 to the Companys Registration Statement on Form
S-1/A
filed with the Securities and Exchange Commission on November 7, 2011.
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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INTERMOLECULAR, INC.
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Date: February 12, 2018
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By:
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/s/ Bill Roeschlein
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Bill Roeschlein
Chief Financial Officer
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