8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 17, 2017

CSP Inc.

(Exact name of the registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)

000-10843	04-2441294
(Commission File Number)	(IRS Employer Identification No.)

175 Cabot Street - Suite 210, Lowell, Massachusetts	01854
(Address of principal executive offices)	(Zip Code)

(978) 954-5038

(Registrant’s telephone number, including area code)

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:

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))

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 company o

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.                                               o

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (c) On August 17, 2017, the Company announced the promotions of Messrs. Michael Newbanks to Chief Accounting Officer and Vice President of Finance and Gary Southwell to Vice President and General Manager of the High Performance Products (HPP) segment effective as of August 17, 2017.

Mr. Newbanks, age 54, has been with the Company since 2003 where he has served as the Controller of CSPi Technology Solutions (TS) division during that period. Prior to that, he served in various accounting roles for Technisource, ANC Rental Corporation, Alamo Rental Car and Eastern Airlines.

Mr. Southwell, age 55, joined the Company in December 2016 as General Manager of HPP. Prior to that, Mr. Southwell was Vice President of Seceon Networks from 2015 to November 2016, Vice President of Product Development for Audinate from 2012 to 2014, Chief Technology Officer for BTI Systems from 2008 to 2010 and prior to that, held various positions at leading network solution companies including Juniper Networks, Ciena and Nortel Networks.

In connection with his appointment, Messrs. Newbanks received an increase in his annual base salary from $130,000 to $150,000. Mr. Southwell’s annual base salary remained at $215,000. Each of Messrs. Newbanks and Southwell will participate in the non-equity executive compensation plan.

There are no family relationships between Messrs. Newbanks or Southwell and any director or officer of the Company, or any person chosen by the Company to become a director or executive officer. Messrs. Newbanks and Southwell are not a party to any related party transactions of the kind described in Item 404(a) of Regulation S-K. Other than as described above, the Company did not enter into any material plan, contract or arrangement, or any amendment to any such existing material plan, contract or arrangement, or make any grant or award, or amend any existing grant or award in connection with Messrs. Newbanks’ and Southwell’s appointment.

Effective as of August 17, 2017, Mr. John Leydon has resigned from his position as Chief Accounting Officer and Vice President of Finance and will be available to assist Mr. Newbanks and the Company in the transition until December, 2017. He will be entitled to certain severance benefits in accordance the Company’s standard severance policy. Mr. Leydon’s departure was for personal reasons and is not related to any disagreement with CSP Inc. regarding any financial, accounting or other matters.

On August 17, 2017, the Company issued a press release announcing the appointments of Messrs. Newbanks and Southwell and the resignation of Mr. Leydon, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release Dated August 17, 2017.

SIGNATURE

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.

CSP INC.

Date: August 23, 2017

By: /s/Gary W. Levine

Gary W. Levine

Vice President Finance and

Chief Financial Officer

EX-99.1

Exhibit 99.1

CSP Inc. Promotes Two Senior Executives

Appointments Strengthen CSPi’s Position as Security Solutions Provider and Demonstrates Continued Commitment to Operational Excellence

LOWELL, Mass., Aug. 17, 2017. CSP Inc. (NASDAQ:CSPI), a provider of advanced security products and security services, as well as IT technology managed services for diverse applications, today announced the promotion of two senior executives. Mike Newbanks has been appointed as Vice President of Finance and Chief Accounting Officer and Gary Southwell has been promoted to Vice President and General Manager of CSPi’s High Performance Products (HPP) segment, which includes cybersecurity products.

“Gary’s wealth of data privacy and compliance knowledge and demonstrated track record is a key asset to our HPP division,” said Chief Executive Officer Victor Dellovo. “Under his continued leadership, we will advance our efforts to reposition CSPi as a market-leading security solutions provider and deliver on our mission to provide customers with solutions that will secure data no matter where it is located or how it is being used.”

“Mike’s strong financial acumen and proven track record make him a well-qualified leader of our controllership organization,” continued Dellovo. “Since he joined the company in 2003, Mike has played an integral role in leading the business through several accounting, HR and operational applications development and enhancements, as well SOX and US GAAP compliance, audit reviews and mergers and acquisitions. I am confident that he will be an invaluable addition to our corporate leadership team."

As Vice President and General Manager of the HPP segment, Southwell, who joined CSPi in 2016 as its General Manager will be responsible for the development of advanced cyber threat solutions designed to speed up breach identification while decreasing incident response time. Southwell will report to CEO Victor Dellovo and, as announced in a separate press release today, will lead a team that includes recently hired cybersecurity heavy weights Tim Ober, Chief Technology Architect, and Joe D’Agastino, Director of Worldwide Sales.

Southwell has more than 25 years of strategic business and security planning experience. Prior to joining CSPi in 2016, Southwell founded cyber security solution provider Seceon Networks in 2015. Prior to that he was VP of Product Development for Audinate from 2012 to 2014, Chief Technology Officer for BTI Systems from 2010 to 2012 and VP of Solutions Marketing for BTI Systems from 2008 to 2010. Earlier in his career he held various positions at leading network solution companies including Juniper Networks, Ciena and Nortel Networks.

As the Vice President of Finance and Chief Accounting Officer, Newbanks will manage the day-to-day financial operations that are an integral part of the success and profitability of CSPi. His responsibilities will include leading the controllership organization with a focus on financial reporting and controls, and accounting. Newbanks, who will report to Chief Financial Officer Gary Levine, succeeds John Leydon, who will remain on board for a transition period.

“We are grateful for John’s contributions over the past 2 and a half years as a senior accounting and financial expert on our team. We value the continuity that he will provide over the transition period and we wish him the best of luck in his future endeavors,” Dellovo concluded.

Prior to his appointment as VP of Finance and CAO, Newbanks served as the US Division Controller of CSPi’s Technology Solutions (TS) division since 2003. Prior to that, he served in various accounting roles at MODCOMP, Inc., Technisource, ANC Rental Corporation, Alamo Rental Car, and Eastern Airlines. Newbanks has a Bachelor of Science in Business Administration from the University of Central Florida in Orlando.

Exhibit 99.1

About CSP Inc.

CSPi (NASDAQ:CSPI) maintains two distinct and dynamic divisions – High Performance Products and Technology Solutions – with a shared vision for technology excellence. CSPi’s High Performance Products division offers extreme-performance Ethernet products for diverse applications, including cybersecurity, financial trading, content creation/distribution, storage networking applications, as well computer signal processing systems. CSPi’s Technology Solutions division provides innovative technology solutions for network solutions, wireless & mobility, unified communications & collaboration, data center solutions, advanced security, along with professional and managed services across those technology focus areas. CSPi Technology Solutions works with the world’s leading IT software and infrastructure companies to create solutions for the unique IT requirements of its customers. For more information, please visit www.cspi.com.

Safe Harbor

The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include, but are not limited to, advance our efforts to reposition CSPi as a market-leading security solutions provider and deliver on our mission to provide customers with solutions that will secure data no matter where it is located or how it is being used.

The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the SEC. Please refer to the section on forward-looking statements included in the Company's filings with the Securities and Exchange Commission.

Contact:

Gary Levine

Chief Financial Officer

CSP Inc.

Tel: 978.954.5040

Fax: 978.455.3251