TRMR Tremor Video, Inc. (delisted)

 

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):  August 7, 2015 (August 3, 2015)

 

 

Tremor Video, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code: (646) 723-5300

 

 

 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    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 August 6, 2015, Tremor Video, Inc., or the Company, announced that John S. Rego will be joining the Company as its Chief Financial Officer, commencing on September 8, 2015.

 

Mr. Rego has served as the Chief Financial Officer of Virgin Galactic, LLC, a leading commercial spaceline, since February 2014. From November 2011 to April 2013, he served as the Chief Financial Officer of AppSense, Ltd., an enterprise software company. Mr. Rego served as the Chief Financial Officer and Treasurer of Petra Solar, Inc., a clean energy technology company that provides solar and smart grid solutions, from May 2010 to November 2011.  Prior to that, he served as Executive Vice President, Chief Financial Officer and Treasurer of Vonage Holdings Corp., a leading provider of cloud communication services, from July 2002 to March 2010.  Mr. Rego served on the board and as the chairman of the audit committee for Comverge, Inc., a leading provider of energy management solutions for utilities, from 2010 to 2012.  Mr. Rego received a B.A. in accounting and finance from Rutgers University.

 

In connection with Mr. Rego’s appointment as Chief Financial Officer, on August 3, 2015, the Company entered into an offer letter with respect to Mr. Rego’s employment with the Company. Under the offer letter, Mr. Rego will be paid an annual base salary of $365,000.  Mr. Rego will be entitled to participate in the Company’s benefit plans and equity incentive plans. The Company also intends to enter into its standard form of indemnification agreement with Mr. Rego, the form of which was previously filed with the SEC as Exhibit 10.18 to Company’s Registration Statement on Form S-1 filed on June 14, 2013.

 

For 2015, Mr. Rego will be eligible to earn an annual performance bonus pursuant to the Company’s 2015 bonus plan. The amount of the bonus earned is determined based on defined criteria, allocation ranges and formulas approved by the compensation committee. The target annual cash bonus opportunity for Mr. Rego will be $200,000, which will be pro rated to Mr. Rego’s start date. There is also an ability to receive additional bonus for performance in excess of objectives capped at 150% of the target.  The Company will pay Mr. Rego’s relocation expenses up to $35,000 for moving to New York.

 

In connection with Mr. Rego’s appointment as Chief Financial Officer, he will also receive an equity award comprised of a common stock option, or the Option, to purchase 570,000 shares of the Company’s common stock at an exercise price to be determined by the Board of Directors based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant.  The Option will vest over four years, with a one year cliff and monthly vesting thereafter provided Mr. Rego continues to provide services to the Company on each such vesting date.

 

If the Company terminates Mr. Rego’s employment for any reason other than for cause, death or disability or Mr. Rego resigns for good reason, and he delivers a general release of claims to the Company and continues to comply with his confidentiality invention assignment agreement, Mr. Rego is entitled to receive the following severance benefits: (1) six months of continued salary; (2) a pro rated portion of that year’s target bonus and any earned but unpaid bonuses from prior periods; and (3) paid COBRA coverage for six months.  Additionally, if Mr. Rego is terminated without cause or resigns for good reason following the closing of a change in control transaction, Mr. Rego is entitled to acceleration of 50% of the unvested shares subject to the Option.

 

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There are no family relationships between Mr. Rego and any of the Company’s officers or directors. There are no related party transactions reportable under Item 404(a) of Regulation S-K.

 

The foregoing description of the offer letter is summary in nature, and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

 

Item 7.01. Regulation FD Disclosure.

 

On August 6, 2015, the Company issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 announcing the appointment of Mr. Rego as Chief Financial Officer of the Company.   In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.  The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The Company hereby furnishes the following exhibit:

 

99.1	Press release dated August 6, 2015.

 

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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.

 

 

	TREMOR VIDEO, INC.
Dated: August 7, 2015	By:	/S/ ADAM LICHSTEIN
		Adam Lichstein
		Senior Vice President, Chief Operating Officer, General Counsel and Secretary

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
99.1		Press release dated August 6, 2015.

 

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Exhibit 99.1

 

Tremor Video Hires John Rego as Chief Financial Officer

 

Virgin Galactic and Former Vonage CFO Joins Company with More Than 30 Years

Experience as a Senior Finance Executive

 

August 6th, New York, NY — Tremor Video, Inc. (NYSE: TRMR), the premium video marketplace elevating brand advertising effectiveness across all screens, today announced that it has hired John Rego as Chief Financial Officer. Mr. Rego will join the company on September 8 and report to Chief Executive Officer Bill Day.

 

Mr. Rego is a seasoned finance executive with over 30 years of finance, accounting and operations experience and over 13 years of experience as a CFO.  He is currently serving as the CFO of Virgin Galactic, a space line company privately held within the British Virgin Group.

 

Mr. Rego brings extensive public company experience, including 8 years spent as the Executive Vice President and CFO of NYSE listed Vonage Holdings Corp., where he lead the company through its initial public offering, as well as prior service as a public company audit committee chairman.

 

“John brings a wealth of finance experience across a wide range of companies and industries,” said Bill Day. “He will be an integral part of Tremor Video as we continue to execute on our strategy as the leading premium video marketplace.”

 

“Tremor Video is already an established leader in the advertising technology market and few industries offer such a significant opportunity for growth,” said John Rego.  “I look forward to working with the entire Tremor Video team to maximize its leadership position in the industry.”

 

Mr. Rego has also served as the CFO of AppSense, an enterprise software company, as well as Petra Solar, a clean energy technology company.  Mr. Rego holds a B.A. in Accounting and Finance from Rutgers University as well as a CPA and CGMA from the State of New Jersey.

 

About Tremor Video

 

Tremor Video (NYSE:TRMR) helps make every advertising moment more relevant for consumers. The company’s heritage as custodians of the most recognized advertiser and publisher brands is built on leadership in all-screen analytics and a long-standing commitment to transparency. Our premium video marketplace offers the full spectrum of video ad products and services, including premium programmatic buying and selling and analytics that connect the two.

 

 

 

Forward Looking Statements

 

This press release contains forward-looking statements that involve risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those set forth in or implied by such forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, any statements concerning anticipated benefits related to additions or changes in personnel, or the growth or adoption of Tremor Video’s solutions or the market in which it operates. Important factors that could cause actual results to differ materially include: the ability to successfully integrate and retain personnel, and the effectiveness of personnel; the impact of technological development and competition; market acceptance of Tremor Video’s products or services; design, manufacturing or software defects; changes in client preferences or demands; changes in industry standards and interfaces; development of new solutions and technologies or enhancements to existing solutions and technologies; global economic conditions; growth of the online video advertising market; as well as other factors detailed from time to time in the reports Tremor Video files with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance or events and investors are cautioned not to place undue reliance on any forward-looking statement. Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, Tremor Video disclaims any obligation to update these forward- looking statements to reflect future events or circumstances.

 

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Investor Relations Contact:

Andrew Posen

Senior Director Investor Relations

212-792-2315

IR@TremorVideo.com

 

Media Contact:

Mandy Albers

Tremor Video Corporate Communications

646.278.7416

malbers@tremorvideo.com