Current Report — Form 8-K Filing Table of Contents
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Registrant’s telephone number, including area code: i610-i293-0600
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 of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock ($.10 par value)
iSFE
iNew York Stock Exchange
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 i☐
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.
On October 1, 2020, Safeguard Scientifics, Inc. (the “Company”) entered into an employment agreement (the “Salzman Agreement”) with Eric Salzman. The Salzman Agreement provides for the terms and conditions of Mr. Salzman’s continued employment with the Company as the Company’s Chief Restructuring Officer. The Salzman Agreement amends and restates in its entirety the employment agreement previously entered into between the Company and Mr. Salzman on March 30, 2020 (the “Prior Employment Agreement”). The Prior Employment Agreement is filed as an
exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2020.
Pursuant to the terms of the Salzman Agreement, Mr. Salzman will continue to serve as Chief Restructuring Officer for a term ending on December 31, 2021 (the “Term”).
Under the terms of the Salzman Agreement, Mr. Salzman will receive an annual base salary equal to $500,000. In addition, Mr. Salzman is entitled to receive under the Company’s 2014 Equity Compensation Plan: (i) a fully-vested stock grant for up to 20,000 shares of the Company’s common stock based on Mr. Salzman’s performance during the term of the Prior Employment Agreement, in the sole discretion of the Board (such grant being in place of, and not in addition to, a similar grant provided for in the Prior Employment Agreement); (ii) a restricted stock award of 75,000 shares of the Company’s common stock, which will vest and become payable ratably on a monthly basis over the Term, subject to Mr. Salzman’s continued
employment (the “Restricted Stock Grant”); and (iii) a restricted stock unit grant representing a right to receive 100,000 shares of the Company’s common stock, which will vest if certain performance criteria are achieved, subject to Mr. Salzman’s continued employment (the “Performance Unit Grant”). The Restricted Stock Grant and Performance Unit Grant include dividend or dividend equivalent rights (as applicable) which will accrue and/or become payable when the underlying shares are vested or no longer subject to forfeiture, as applicable. Mr. Salzman will also be eligible to participate in the Company’s welfare and benefit plans generally available to the Company’s executive
employees.
The Salzman Agreement provides that if Mr. Salzman is terminated without “Cause” (as defined in the Salzman Agreement) or resigns for “Good Reason” (as defined in the Salzman Agreement), Mr. Salzman will be paid an amount equivalent to the unpaid portion of his base salary which would have been payable for the remainder of the Term. Any shares subject to the Restricted Stock Grant awarded prior to Mr. Salzman’s termination date and not previously vested and paid will vest upon Mr. Salzman’s termination without Cause or for Good Reason. Any units subject to the Performance Unit Grant awarded prior to Mr. Salzman’s termination date and not previously vested and paid will vest upon Mr. Salzman’s termination without Cause or for Good Reason in amount that is the greater of: (i) the number of units that result from multiplying (x) the number of units subject to the Performance Unit Grant by (y) the actual achievement of the performance criteria
(measured between 0% - 100%, as determined by the Company’s Compensation Committee); and (ii) the number of units that result from multiplying (x) the number of units subject to the Performance Unit Grant by (y) by a fraction, the numerator of which is the number of days during which Mr. Salzman was employed by the Company between October 1, 2020 and the date of termination and the denominator of which is 456. The Company will also pay the cost of COBRA continuation coverage for Mr. Salzman with respect to medical insurance, less such co-payment amount payable by him under the terms of the Company’s
medical insurance program as in effect on the date of such termination, for the balance of the Term.
The summary description of the Salzman Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Salzman Agreement, which are filed as Exhibit 10.1 and is incorporated herein by reference.
Cover Page Interactive Data File (formatted as Inline XBRL).
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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.
