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)
U.S. WIRELESS DATA, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-22848
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84-1178691 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section 5 — Corporate Governance and Management
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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 |
Appointment of Executive Officer.
Prior to joining
the company, from November 2005 to May 2007, Mr. Dunn was the Executive Vice
President and Chief Financial Officer of Covad Communications Group Inc., a publicly held San Jose,
California-based broadband provider of integrated voice and data communications nationwide. From
May 2005 to November 2005 Mr. Dunn as the Vice President of Financial Planning and Analysis for
Cover Communications. Prior to joining Covad, Mr. Dunn served as Chief Operating Officer and Chief
Financial Officer of Santa Cruz Networks, Inc., a privately-held company providing voice, video and
data over IP solutions. Mr. Dunn joined Santa Cruz Networks as Vice President of Finance in July
2003, was promoted to Vice President of Finance and Operations in September 2003 and was promoted
to Chief Operating Officer and Chief Financial Officer in January 2004, where he served until April
2005. Mr. Dunn previously served as Director of Business Risk Management and Director of Corporate
Development at UnitedHealth Group, a publicly traded health care corporation, from October 2002 to
July 2003. Prior to that, Mr. Dunn held positions at Pacific Venture Capital, LLC, a wholly-owned
subsidiary of PG&E Corporation, and PG&E Corporation. Mr. Dunn joined Pacific Venture Capital as a
Principal in January 2000, was promoted to Director in November 2000 and was brought into PG&E
Corporation as Director of Strategic Planning and Corporate Development in January 2002, where he
served until October 2002.
As an executive officer of
the company, Mr. Dunn will receive an initial annual base salary of
$275,000 and a bonus under
the company’s executive annual bonus program in an amount to be agreed.
Mr. Dunn also will be granted stock options under
the company’s 2007 Stock Plan for shares of
common stock of
the company as shall equal 1% of the fully diluted capital of
the company
immediately following the completion of an equity financing for not less than $30 million. These
options will have a per share exercise price equal to the fair market value of the common stock on
the date of grant as determined by the Board, and will vest over a four year period at the rate of
25% of the option shares on the first anniversary of his employment date and the balance at the
rate of 1/48 for every month thereafter of continued service.
In the event of a change of control of
the company (whether by way of merger, sale of assets or
similar transaction) and Mr. Dunn were to be involuntarily terminated as an employee within 12
months of such event, he would be entitled to receive a lump sum cash payment equal to 12 months’
salary; 100% of his targeted annual bonus under
the company’s executive annual bonus program pro
rated for the length of time he was employed during the performance period; healthcare coverage at
the company’s expense for up to 12 months following his termination; and 50% acceleration of any
then unvested stock options.
Apart from a change of control, in the event Mr. Dunn were to be involuntarily terminated, he
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would be
entitled to receive 12 months of salary continuation; and acceleration of any then unvested
stock options or shares of restricted stock as if he had continued his employment for an additional
6 months from the employment termination date.
Mr. Dunn will also be entitled to receive the same healthcare benefits as other similarly situated
employees of
the company
There are no relationships or related transactions between Mr. Dunn and
the company that would be
required to be reported under Item 401(d) or 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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U.S. WIRELESS DATA, INC.
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By: |
/s/ Thomas Rowley
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Chief Executive Officer |
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