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): September 23, 2014
TIGERLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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000-16449 |
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94-3046892 |
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(State or other jurisdiction |
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(Commission |
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(I. R. S. Employer |
2855 Michelle Drive, Suite 190
Irvine, CA 92606
(Address of principal executive offices, Zip Code)
Registrant’s telephone number, including area code: (949) 442-4400
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:
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 7.01 Regulation FD Disclosure.
On September 25, 2014, TigerLogic Corporation (the “Company”) announced that the Board of Directors (the “Board”) appointed Philip D. Barrett as the Chairman of the Board, effective September 23, 2014, replacing Richard W. Koe, who will continue to serve on the Board of Directors of the Company. A press release relating to the announcement is furnished as Exhibit 99.1 hereto. Mr. Barrett will serve as non-executive Chairman of the Board and continues to be an independent director for the purposes of all applicable rules.
Item 8.01 Other Events.
On September 23, 2014, the Board adopted a modification to the compensation program for the non-employee members of the Board. Under the program, non-employee directors will continue to receive cash and equity incentive compensation for their services on the Board. For so long as Mr. Koe continues as an employee of the Company in his non-executive Advisor capacity, he will not be eligible to participate in this compensation program.
Cash Compensation: Effective at the beginning of the Company’s next fiscal quarter, each non-employee director will receive cash compensation in the amount of $5,000 per quarter, and will no longer be compensated on a per meeting basis based upon attendance of meetings of the Board or the Committees of the Board. The Company will continue to reimburse directors for travel and other out-of-pocket expenses incurred in attending Board meetings.
Equity Incentive Compensation: Each current non-employee director will be entitled to receive a one-time grant of a stock option to purchase up to 50,000 shares of the Company’s common stock, to be issued and effective on such date that is the third business day after the filing of the Company’s Quarterly Report for the fiscal quarter ending September 30, 2014. The Board did not make any additional changes to the remainder of the existing equity incentive program, which provides for an annual stock option grant of 10,000 shares of the Company’s common stock on the first business day immediately following the date of each Annual Meeting of stockholders and for an initial stock option grant of 25,000 shares of the Company’s common stock to any non-employee director newly elected to the Board on the first business day immediately following the date of the election. A director first elected to the Board at any Annual Meeting is entitled to receive the initial grant, but not the annual grant on the date following the Annual Meeting at which he or she is elected. All of the options granted to non-employee directors will vest monthly over a three-year period and, in accordance with the Company’s existing policy, will be subject to 100% acceleration in the event of certain change of control transactions or events.
The Board intends to initiate a comprehensive assessment of the Company’s compensation programs for executive officers and all employees and plans to re-evaluate compensation of non-employee directors as part of that initiative.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description of Document |
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99.1 |
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Press release dated September 25, 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 thereunto duly authorized.
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TIGERLOGIC CORPORATION | |
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Dated: September 25, 2014 |
By: |
/s/ Thomas Lim |
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Thomas Lim |
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Chief Financial Officer |
Exhibit 99.1
TigerLogic Announces Appointment of Phil Barrett as Chairman
Portland, OR — September 25, 2014 — TigerLogic Corporation (Nasdaq: TIGR), a leading provider of solutions that help companies improve social media engagement by unlocking the power of data, today announced that Philip D. Barrett has been appointed as Chairman of the Board of Directors, replacing Richard W. Koe who will continue to serve on the TigerLogic Board of Directors.
“Phil is an experienced businessman and entrepreneur with a keen understanding of what it takes to drive business growth,” said Doug Marshall, TigerLogic’s longest tenured board member. “As an active member of TigerLogic’s board for nearly a decade, Phil is uniquely qualified to build on the company’s foundation and help drive it forward.”
“TigerLogic and its Postano and Omnis platforms face an exciting future,” said Barrett. “I am excited to work with our executive leadership, headed by Brad Timchuk and Justin Garrity, and our Board. The Board feels deep gratitude to Rick for his vision and strategic development of TigerLogic’s products, which we believe positions the company for greater success, and I look forward to his continued support and contribution to the Board.”
About TigerLogic
TigerLogic Corporation (Nasdaq: TIGR) is a global provider in engagement solutions including the Omnis mobile development platform, Storycode full service app development agency, and Postano, a social media aggregation and display platform. For more information about TigerLogic and its products visit http://www.tigerlogic.com. For more information about Postano visit http://www.postano.com.
Except for the historical statements contained herein, the foregoing release may contain forward-looking information, including statement about TigerLogic’s future success and growth opportunities. Any forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to, the success of TigerLogic’s research and development efforts to develop new products and to penetrate new markets, the market acceptance of TigerLogic’s new products and updates, technical risks related to such products and updates, TigerLogic’s ability to maintain market share for its existing products, the availability of adequate capital and liquidity and other risks and uncertainties. Please consult the various reports and documents filed by TigerLogic with the U.S. Securities and Exchange Commission, including but not limited to, TigerLogic’s most recent reports on Form 10-K and Form 10-Q for factors potentially affecting its future financial results. All forward-looking statements are made as of the date hereof, and TigerLogic disclaims any responsibility to update or revise any forward-looking statement provided in this news release.
TigerLogic, Postano, yolink, Raining Data, mvDesigner, Omnis, Omnis Studio, and Storycode are trademarks of TigerLogic Corporation. All other trademarks and registered trademarks are properties of their respective owners.
SOURCE: TigerLogic Corporation
Media contact:
Elliot Schimel
elliot.schimel@horngroup.com
646-202-9768