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under the Securities Act (17 CFR 230.425)
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Securities
registered pursuant to Section 12(b) of the Act:
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of each class
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each exchange on which registered
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
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
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Act. ☒
This
Form 8-K/A is filed as an amendment (“Amendment No. 1”)
to the Current Report on Form 8-K filed by Liberated Syndication
Inc. (the “Company”) under Items 2.02, 5.02, 7.01 and
9.01 on August 14, 2020 (the “Original Filing” and,
together with this amendment, the “Form 8-K”) regarding
the appointment of Laurie A. Sims as the Company’s President,
Chief Operating Officer and Principal Executive Officer. This
Amendment No. 1 is being filed to include disclosure of the terms
of the Company’s employment agreement with Ms.
Sims.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
December 29, 2017, the Company and Ms. Sims entered into an
Employment Agreement (the “Agreement”), under which Ms.
Sims’ employment is for an initial three-year term ending
December 31, 2020 (the “Initial Term”) and may be
automatically renewed for one-year terms thereafter. Under the
Agreement, Ms. Sims receives an annual base salary of no less than
$250,000, which may be increased during the Initial Term. Ms. Sims
is entitled to receive a cash bonus in an amount up to twice her
highest annual salary upon the expiration of the Initial Term (the
“One Time Bonus”).
Ms.
Sims is also eligible to participate in other bonus programs
established by the Company and in the Company’s benefit plans
that are applicable to other employees. Upon the termination of Ms.
Sims’ employment with the Company, other than for Cause (as
defined in the Agreement) or upon her retirement from the Company
or her death, Ms. Sims and/or her spouse and dependents, as
applicable, may continue to participate in the Company’s
health care benefits at the Company’s sole cost for a term of
up to five years.
In
the event that Ms. Sims’ employment is terminated other than
for death, Cause (as defined in the Agreement) or disability or
that Ms. Sims resigns for Good Reason (as defined in the
Agreement), the Company agrees to pay Ms. Sims a severance equal to
her annual salary for the remainder of the term of the Agreement or
a period of twelve months if less than twelve months remain in such
term. In addition, any unvested stock options or other shares held
by Ms. Sims will automatically vest, or applicable milestones will
be deemed met, in the event of such termination. All bonuses,
including the One Time Bonus, will be deemed earned by Ms. Sims and
paid immediately upon such termination.
No
amendment was made to the Agreement in connection with the
appointment of Ms. Sims as President, Chief Operating Officer and
Principal Executive Officer of the Company on August 10,2020.
The
foregoing description of the terms of the Agreement is not complete
and is subject to and qualified by the terms of the Agreement. A
copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Employment
Agreement, dated as of December 29, 2017, between Liberated
Syndication Inc. and Laurie Sims.
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.
