Tumbleweed Communications Corp - Current report filing (8-K)
February 15 2008 - 3:38PM
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
11, 2008
|
TUMBLEWEED
COMMUNICATIONS CORP.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26223
|
94-3336053
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
700
Saginaw Drive, Redwood City, California
|
94063
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(650)
216-2000
|
|
(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 obligations 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))
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 11, 2008, the Board of Directors of Tumbleweed Communications Corp.
(“Tumbleweed” or the “Company”) approved
grants
of Tumbleweed common stock (“Deferred Stock”) to each of the Company’s current
executive officers pursuant to the Company’s 1999 Omnibus Stock Incentive Plan
under the Company's Deferred Stock Agreement. Until the lapse of the
Deferral Period (as defined therein), the Deferred Stock may not be sold or
otherwise transferred and are subject to forfeiture upon termination of the
executive’s employment with the Company for any reason. The
executive’s right to the shares of Deferred Stock will become fully vested and
non-forfeitable upon the expiration of the Deferral Period, including a change
of control of the Company.
Additionally,
on February 11, 2008, the Board of Directors of Tumbleweed approved a one-time
bonus of up to $25,000 for Nicholas W. Hulse, Tumbleweed’s Executive Vice
President of Worldwide Field Operations. The Board of Directors also
approved an amendment to Mr. Hulse’s offer letter, dated February 22, 2007 to
provide that if Mr. Hulse is terminated from his position as Executive Vice
President of Worldwide Field Operations for any reason other than “cause” (as
defined therein), death or disability, or if Mr. Hulse terminates his employment
as Executive Vice President of Worldwide Field Operations following a
“constructive termination” (as defined therein), then, subject to a release of
claims by Mr. Hulse, he will be entitled to continuation of (i) his then-current
base salary, (ii) the vesting of his stock options, and (iii) his health
benefits, each for a period of nine months.
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.
|
TUMBLEWEED
COMMUNICATIONS CORP.
|
|
|
|
By:
/s/ Bernard J.
Cassidy
|
|
Name: Bernard
J. Cassidy
|
|
Title:
Senior Vice President & General Counsel
|
|
|
|
|
Date: February
15, 2008
|
|
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