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):
October 14, 2016
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IMATION CORP.
(Exact name of registrant as specified in its charter)
___________________
| Delaware | 001-14310 | 41-1838504 | ||
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128
(Address of principal executive offices, including zip code)
651-704-4000
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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 October 14, 2016, Imation Corp. (the “Company” or “we”) and Robert B. Fernander, the Interim Chief Executive Officer of the Company, entered into a Renewal, Extension and Amendment (the “Amendment”) of the Employment Agreement, dated October 14, 2015, by and between Mr. Fernander and the Company (the “Agreement”). The Amendment extends the term of Mr. Fernander’s employment with the Company on a month-to-month basis, which would have otherwise expired on October 14, 2016.
The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Subject to the terms provided by the Amendment, the employment of Mr. Fernander will continue to be governed by the Agreement, which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 20, 2015 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.
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.
| IMATION CORP. | |||
| Dated: October 19, 2016 | By: |
/s/ Danny Zheng | |
| Name: | Danny Zheng | ||
| Title: | Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Renewal, Extension and Amendment of Employment Agreement, dated as of October 14, 2016, by and between the Company and Robert B. Fernander. |
Exhibit 10.1
RENEWAL, EXTENSION and AMENDMENT
OF
EMPLOYMENT AGREEMENT
This RENEWAL, EXTENSION and AMENDMENT (this “Amendment”) of that one, certain EMPLOYMENT AGREEMENT dated October 14, 2015 (the “Employment Agreement”), by and between Imation Corp. (“Company") and Robert B. Fernander (“Executive”), is made to be effective on this the 14th day of October, 2016 (“Effective Date”).
RECITALS
WHEREAS, Executive has served as Interim Chief Executive Officer of Company continuously since October 14, 2015; and,
WHEREAS, the Company desires to continue the employment of Executive, and Executive is willing to continue his employment by the Company, in each case on the terms and conditions set forth in the Employment Agreement, save and except that the Company and Executive wish to alter the Term of the Employment Agreement extending the 1-year Term to a month-to-month term commencing on the Effective Date of this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the Company and Executive agree as follows:
| A. | Paragraph 1 of the Employment Agreement is hereby amended to read as follows: |
“1. Employment; Term. The Company hereby agrees to employ Executive, and Executive hereby accepts such employment with the Company, in each case, on the terms and subject to the terms, conditions and covenants set forth in this Agreement; Executive's employment pursuant to this Agreement shall commence on the Effective Date. Executive shall be employed by the Company at will for an initial period of twelve (12) months (the “Initial Term”) after which employment shall continue from month-to-month (each month, a “Renewal Term” and each such Renewal Term together with the Initial Term, collectively, the “Term”), with each Renewal Term commencing automatically at 12:01 a.m. on the day following the last day of the Initial Term or previous Renewal Term, as applicable, to continue indefinitely from month to month until either party gives not less than 30 days' written notice of termination to the other party, such notices of termination to otherwise be subject to and governed by the terms of Sections 8, 9 and 10 of this Agreement. Notice of termination by Executive shall be deemed a voluntary resignation by Executive unless such notice expressly states that termination by the Executive is for “Good Reason” (in compliance with applicable sections of this Agreement). Notice of termination by the Company shall be deemed a termination without cause unless such notice states expressly that termination by the Company is “for cause” (in compliance with applicable sections of this Agreement). For avoidance of doubt, either termination of this Agreement without cause by the Company or termination by Executive for “Good Reason” shall trigger the payment of the severance benefit described in section 9(b) of this Agreement pursuant to fulfillment of the conditions in such section 9(b).”
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| B. | Except as amended, renewed and extended in the preceding paragraph, all other terms, conditions and covenants of the Employment Agreement are hereby ratified as ongoing, valid, enforceable and binding on the parties, and are incorporated herein by reference. |
[SIGNATURES NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Effective Date first above written.
Imation Corp. (“Company”)
By: /s/ Joseph A. De Perio
Name: Joseph A. De Perio
Title: Chairman of the Board
Robert B. Fernander (“Executive”)
/s/ Robert B. Fernander
Robert B. Fernander
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