0001563699-14-000004.txt : 20140116 0001563699-14-000004.hdr.sgml : 20140116 20140116165705 ACCESSION NUMBER: 0001563699-14-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140110 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140116 DATE AS OF CHANGE: 20140116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covisint Corp CENTRAL INDEX KEY: 0001563699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262318591 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36088 FILM NUMBER: 14532567 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 8-K 1 covs-item502newdirectorsfi.htm 8-K COVS-Item502newdirectorsfinal16Jan2014





 
 
 
 
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): January 10, 2014

COVISINT CORPORATION
(Exact name of registrant as specified in its charter)

Commission File Number: 001-36088


 
 
Michigan 
(State or other jurisdiction of incorporation or organization)
26-2318591
(I.R.S. Employer Identification No.)
One Campus Martius, Detroit, Michigan
(Address of Principal Executive Offices)
48226-5099
(Zip Code)

Registrant’s telephone number, including area code (313) 227-7000

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):

 
 
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
Appointment of new Directors
On January 10, 2014, Covisint Corporation (“Covisint”) appointed three new independent directors to serve on its Board of Directors, Lawrence David Hansen, Samuel M. Inman, III, and Philip Lay. As compensation, Messrs. Hansen and Lay will receive (a) an annual option grant awarded on worth $100,000 (calculated using the Black-Scholes options pricing model at grant date), which will vest in in equal parts over four (4) years; (b) an annual cash retainer of $25,000, and (c) additional cash retainers payable annually based on their roles on the Company’s various Board committees to which they are appointed. As compensation for three years of service, Mr. Inman will receive a grant of options to purchase shares of our common stock worth $375,000 (calculated using the Black-Scholes options pricing model at grant date), which will vest in equal parts over three (3) years.
The press release announcing Messrs. Hansen, Inman and Lay’s appointment is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.
 (d)            Exhibits. The following exhibit is filed herewith: 

 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated January 16, 2014.


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.





 
 
 
 
 
 
 
 
 
 
COVISINT CORPORATION
 
 
 
 
 
 
 
 
 
 
Date:
January 16, 2014
 
By:
 
/s/ Michael A. Sosin
 
 
 
Name:
Michael A. Sosin
 
 
 
Title:
Vice President, General Counsel & Secretary


EX-99.1 2 boardpressrelease1-16x14.htm EXHIBIT BoardPressRelease1-16-14



NEWS RELEASE
COVISINT

Corporate Headquarters
One Campus Martius
Detroit, Michigan 48226
(313) 227-7300
For Immediate Release
January 16, 2014

Covisint Names Three New, Independent Members to Its Board of Directors
Dave Hansen, President and CEO of Data Protection Company Safenet
Sam Inman III, Former President and CEO of Comarco Wireless Technologies
Philip Lay, Co-founder of High-tech Growth Firm TCG Advisors
DETROIT--January 16, 2014--Covisint Corporation (Nasdaq: COVS), today introduced three new, independent members to its Board of Directors. Dave Hansen, Sam Inman III and Philip Lay have accepted roles on Covisint’s Board, effective January 10.
Hansen has broad experience leading innovative, global IT software and security initiatives for large, multinational corporations. He is currently President and CEO of SafeNet, a Maryland-based global provider of high-value data protection for more than 25,000 customers in 100 countries. Previous to that, he was a General Manager at BMC Software following the company’s 2012 acquisition of Numara Software. At Numara, Hansen’s CEO responsibilities included the development of the company’s global cloud strategy while also overseeing initiatives that expanded several of the company’s core products.
Inman has an extensive career in technology leadership roles, supplemented by strong strategic growth and board experiences. From 2008 to 2011, he was President and CEO of Comarco Wireless Technologies, a California-based, provider of innovative mobile power and test solutions. At Comarco, he drove revenue from $6 million to $32 million in three years. Previous to Comarco, Inman was Executive Chairman of Think Outside; Co-CEO and Chairman for Viking Components, Inc.; CEO and President of Centura Software Corporation; President and COO of Ingram Micro and President of IBM PC Company, Americas.
Lay has an extensive career as a trusted advisor to technology leadership teams, with a particular focus on achieving market differentiation and sustainable growth. He is currently a Strategy Advisor and Visiting Professor at IESE Business School. Previously, Lay was Managing Director and Co-Founder of both TCG Advisors LLC, a growth strategy and business transformation consultancy, and its sister company The Chasm Group LLC. Lay also spent many years in leadership and sales roles with TGR Eletronica, where he was co-founder and CEO, and IBM UK.
“Dave, Sam and Philip bring three highly respected minds in technology to Covisint’s Board,” said David McGuffie, Covisint President and CEO. “Their global experiences in creating and guiding winning strategies for cloud and other technology companies will significantly contribute to Covisint’s execution as we enter the next phase of our growth as a public company.”
In addition to Hansen, Inman and Lay, Covisint’s Board consists of Compuware CEO and President Robert Paul (Chairman), Covisint CEO and President David McGuffie, General Partner of Updata Partners, Bernard Goldsmith, and Advisory Director of General Atlantic LLC, William Grabe.
Covisint
Covisint provides the leading cloud engagement platform for creating and enabling new mission-critical external business processes.  Our solutions enable organizations to connect, engage, and collaborate with the critical external audiences that define their success -- including customers, business partners, and suppliers. Covisint allows its clients to establish a secure, reliable, integrated presence in the cloud,

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Covisint Names Three New, Independent Members to Its Board of Directors
January 16, 2014

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