0001445305-11-002692.txt : 20110902 0001445305-11-002692.hdr.sgml : 20110902 20110902161529 ACCESSION NUMBER: 0001445305-11-002692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110831 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110902 DATE AS OF CHANGE: 20110902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TigerLogic CORP CENTRAL INDEX KEY: 0000820738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943046892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 111073829 BUSINESS ADDRESS: STREET 1: 25A TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-442-4400 MAIL ADDRESS: STREET 1: 25A TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: RAINING DATA CORP DATE OF NAME CHANGE: 20001201 FORMER COMPANY: FORMER CONFORMED NAME: OMNIS TECHNOLOGY CORP DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: BLYTH HOLDINGS INC DATE OF NAME CHANGE: 19920703 8-K 1 august8k.htm August 8K



 
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): August 31, 2011 
TIGERLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-16449
 
94-3046892
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I. R. S.  Employer
Identification No.)
 
25A Technology Drive
Irvine, CA 92618
(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))
 

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

On August 31, 2011, the Board of Directors (the “Board”) of TigerLogic Corporation (the “Company”) elected Nancy M. Harvey as a director to serve as a member of the class of directors whose term expires at the annual meeting of stockholders for the fiscal year 2013. In connection with Ms. Harvey's election, the Board increased the authorized number of directors on the Board from five to six. The Board also appointed Ms. Harvey to serve as a member and the Chairperson of the Board's Audit Committee.

Ms. Harvey, 58, currently serves as an Executive-in-Residence at UChicagoTech, the Office of Technology and Intellectual Property of the University of Chicago, and has been an independent management consultant since April 2010. From January 2008 to March 2010, Ms. Harvey served as Executive Director at Wolfram Research Inc., a developer of technical computing software and other resources including Mathematica and Wolfram|Alpha, and as Chief Executive Officer of Wolfram Solutions, which provides comprehensive solutions bundling professional services and Wolfram technologies. From December 2005 to December 2007, Ms. Harvey was an independent management consultant. Ms. Harvey served as President and Chief Executive Officer of TenFold Inc. (Nasdaq:TENF) (OTC Bulletin Board: TENF) a provider of enterprise software solutions and an applications development platform from January 2001 to November 2005, and as a director of TENF from January 2001 to May 2006, and as Chief Financial Officer of TENF from April 2002 to November 2005, and as Chief Operating Officer of TENF from July 2000 to January 2001. From October 1997 to May 2000, Ms. Harvey served as Executive Vice President of CSC Health Care Group, a global business vertical within the Computer Sciences Corporation (NYSE:CSC). Ms. Harvey holds a B.A. in Biology and Chemistry from the College of Creative Studies of the University of California, Santa Barbara; a Ph.D. in Chemical Physics from the University of Minnesota; and an M.B.A. from the Wharton School of the University of Pennsylvania. The Board believes Ms. Harvey's extensive senior executive experience in publicly listed technology companies, combined with her previous directorship experience in a publicly listed technology company, qualifies Ms. Harvey to serve as our director.

In connection with Ms. Harvey's election to the Board, and in accordance with the Company's standard compensation program for non-employee directors, the Board approved a stock option award to Ms. Harvey to purchase up to 25,000 shares of the Company's common stock under the Company's 2009 Equity Incentive Plan and a standard form of agreement thereunder. In addition, the Board approved a stock option award to Ms. Harvey to purchase up to 15,000 shares of the Company's common stock under the Company's 2009 Equity Incentive Plan and a standard form of agreement thereunder in connection with her appointment as the Chairperson of the Audit Committee. In accordance with the Company's existing policy, the grant of these options was effective on September 1, 2011 at an exercise price of $2.87 per share. The shares subject to both options vest monthly in equal installments over a three-year period and will become fully vested in the event of a change in control of the Company.

Under the Company's existing compensation program for all non-employee directors, Ms. Harvey will also be eligible to receive 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 will be eligible for reimbursement of out-of-pocket expenses incurred in attending Board meetings and a cash payment of $1,000 for each Board meeting attended in-person; $500 for each Board meeting attended telephonically; and $250 for each meeting of the committees of the Board.

Also effective August 31, 2011, in connection with him joining the Company as an employee, Gerald F. Chew stepped down from his positions as the Chairman of the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Company, while continuing to serve on the Board as a director. Director Douglas G. Ballinger was appointed by the Board to serve on the Compensation Committee and the Nominating and Corporate Governance Committee.

Effective September 1, 2011, the Board appointed Mr. Chew as the Company's Senior Vice President, Corporate and Product Development. Mr. Chew, 51, joined the Board in July 1998. Since October 2003, Mr. Chew has served as Managing Director of Bridgetown Associates LLC, an investment advisory firm. In addition, from September 2008

2



to June 2010, Mr. Chew served as a Senior Vice President at IHS, Inc. (NYSE: IHS), a leading global source of critical information and insight. Mr. Chew served as President and Chief Operating Officer of MDSI Mobile Data Solutions Inc. (Nasdaq: MDSI; TSE: MMD) (“MDSI”), a provider of mobile workforce management solutions, from April 2001 to March 2002 and served as a director of MDSI from 1995 until April 2001. Mr. Chew holds a B.S. in Electrical Engineering from the University of California, Davis and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College. Mr. Chew is also an advisor to several private companies. Mr. Chew is a cousin of Richard W. Koe, the Company's Chairman and Interim President and Chief Executive Officer.

In connection with Mr. Chew's appointment as the Company's Senior Vice President, Corporate and Product Development, the Board approved a stock option award to Mr. Chew to purchase up to 300,000 shares of the Company's common stock under the Company's 2009 Equity Incentive Plan and a standard form of agreement thereunder. In accordance with the Company's policy, this option grant was effective on September 1, 2011 at an exercise price of $2.87 per share. One-fourth of the shares subject to the option vests on the one year anniversary of the grant date, and 1/48th of the shares subject to the option vests in equal monthly installments thereafter. The shares subject to the option will become fully vested in the event of a change in control of the Company. Mr. Chew's compensation includes a base salary of $200,000 and a one-time signing bonus of $24,000. He will also be eligible for other benefits consistent with the treatment of other executives within the Company. A copy of Mr. Chew's offer letter is attached as Exhibit 10.12 to this Current Report on Form 8-K and any description of Mr. Chew's compensation contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of such offer letter. Mr. Chew will no longer be eligible to participate in the Company's non-employee director compensation program.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 
Exhibit No.
 
Description
10.12
 
Offer Letter, dated August 31, 2011, by and between the Company and Gerald F. Chew.


3




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.


TIGERLOGIC CORPORATION

Dated: September 2, 2011
By:
 /s/ Thomas Lim
 
 
Thomas Lim
 
 
Chief Financial Officer


                    



4
EX-10.12 2 august8kexhibit.htm EMPLOYMENT OFFER LETTER August 8K exhibit


Exhibit 10.12





CONFIDENTIAL

August 31, 2011


Dear Jerry:

It has been a real pleasure discussing with you the opportunities ahead for TigerLogic Corporation (the “Company”). We believe that you have the background and experience that we need to help us grow in our new directions, and we are pleased to offer you a position with the Company as Senior Vice President of Corporate and Product Development. In that regard, the following are the details of this offer of employment:

Title

Your title will be Senior Vice President of Corporate and Product Development. In this position, you will report directly to me.

Base Compensation

Your initial annual base salary with be $200,000, paid in accordance with the Company's normal payroll procedures and subject to customary withholdings. Your base salary shall be subject to review, and any adjustment will be a function of performance, which I will evaluate and which may be subject to approval of the Compensation Committee of the Board of Directors.

Signing Bonus

Upon your acceptance of this offer letter and effective on your first day of employment with the Company you will be entitled to receive a one-time signing bonus in the amount of $24,000. Any annual or other bonuses thereafter shall be in the sole discretion of the Company and subject to approval of the Compensation Committee of the Board of Directors.

Stock Options

Subject to the approval of the Board of Directors and to the terms and conditions of the Company's 2009 Equity Incentive Plan, you will receive incentive and/or non-qualified stock option to purchase up to 300,000 shares of the Company's common stock (the “Shares”) at an exercise price equal to the NASDAQ market price as of the close of the markets on the date of grant, which will not be any earlier than your first day of employment. Shares subject to your option will vest over a four-year period, so long as you remain a full-time employee of the Company, based on the following schedule: i) no Shares shall vest before the expiration of one year from the vesting commencement date; ii) 25% of the Shares shall vest on the first anniversary of the vesting commencement date; and iii) thereafter, an additional One Forty-Eighth (1/48th) of the Shares shall vest on each monthly anniversary of the vesting commencement date, as more fully described in the Stock Option Agreement governing the terms of this option which you will be required to sign.

Corporate Transaction, Accelerated Vesting and Related Items






In addition to the vesting schedule as set forth above, in the event you are terminated as a result of an Involuntary Termination other than for Cause or Disability within 12 months after a Corporate Transaction, one hundred percent (100%) of the Shares subject to the above option shall become vested upon the date of such termination, provided that you sign a general release in a commercially customary form prescribed by the Company, which releases and discharges all known and unknown claims that you may have against the Company or persons and entities affiliated with the Company, and a covenant not to sue or prosecute any legal action or proceeding based upon such claims. For the purposes of this paragraph, capitalized terms shall have the following meanings:
A) “Cause” shall mean
(i)    Gross and willful failure to perform services;

(ii)
Conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, if such felony either is work-related or materially impairs your ability to perform services for the Company;

(iii)
A material breach of fiduciary duty, including fraud, embezzlement, dishonesty or any intentional action that materially injures the Company as determined in good faith by the Company's Board of Directors;

(iv)
Death;

(v)
A material breach of the Company's At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.

In all of the foregoing cases, the Company shall provide written notice to you indicating in reasonable detail the event or circumstances that constitute Cause under this Agreement and the Company will provide you with forty-five days to cure such breach or failure prior to termination for Cause. During such 45-day cure period, the Company may place you on unpaid leave.
B) “Corporation Transaction” shall mean any of the following transactions:
(i)    a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;
(ii)    the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations);
(iii)    approval by the Company's stockholders of any plan or proposal for the complete liquidation or dissolution of the Company;
(iv)    any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or

(v)    acquisition by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities, but excluding any such transaction that the Board of Directors determines in its sole discretion shall not be a Corporate Transaction.
C) “Disability” shall mean that you physically or mentally are unable regularly to perform your duties hereunder for a period in excess of sixty (60) consecutive days or more than ninety (90) days in any consecutive twelve





(12) month period. The Company shall make a good faith determination of whether you are physically or mentally unable to regularly perform your duties subject to its review and consideration of any physical and/or mental health information provided to it by you.
D) “Involuntary Termination” shall mean (i) without your express written consent, the substantial reduction in your duties or responsibilities relative to your duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Vice President of Company remains as such following a Corporate Transaction and is not made the Vice President of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without your express written consent, a material reduction by the Company in your base compensation as in effect immediately prior to such reduction; (iii) without your express written consent, a material reduction by the Company in the kind or level of employee benefits package; (iv) without your express written consent, your relocation to a facility or a location more than 50 miles from your then present location; (v) any purported termination of you by the Company which is not effected for death or Disability or for Cause; or (vi) the failure of the Company to obtain the assumption of the Stock Option Agreement by any successors.
Benefit Plans
You shall be entitled to participate, to the extent permitted by law, in the medical insurance plans and other benefits offered by the Company. You should note that the Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
COBRA Reimbursement

Upon your termination of employment with the Company for any reason other than voluntary termination or for Cause (as such term is defined above, but excluding “Death”), and subject to the execution by you of the above-referenced release of claims, the Company will pay (directly to the applicable service provider) for continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), for yourself and any of your eligible dependents, who are covered under the Company's health care plans at the time of your termination for a six month period.  We will only pay for those health care benefits (that is, medical, dental and/or vision) which you and your eligible dependents, if applicable, are receiving as of the date of your termination.  Notwithstanding the foregoing, if any such payments would cause the Company to violate any applicable law, regulation or act in a manner that is in conflict with any governmental administrative guidance, then the Company shall promptly cease such payments.

Vacation
You shall also be eligible to receive three weeks of paid time-off per year, which, if unused, shall accrue in accordance with the Company's standard benefit policies.
Start Date
Your start date is September 1, 2011.
The Company is excited about your joining and looks forward to a beneficial and fruitful relationship. Nevertheless, you should be aware that your employment with the Company is for no specific period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause. We request that, in the event of resignation, you give the Company at least one month's notice. You understand and agree that neither your job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company.






Miscellaneous
For purpose of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your date of hire, or our employment relationship with you may be terminated.
This Agreement and all benefits due you hereunder shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.
You agree that you will not enter into any agreements with another entity that requires you to be an employee or consultant, in name or duties, during your employment with the Company. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or become involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.
As a Company employee, you will be expected to abide by Company rules and standards. You will be specifically required to sign an acknowledgment that you have read and that you understand the Company's rules of conduct with are included in the Company Handbook. As a condition of your employment, you are also required to sign and comply with the Company's At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim relating to or arising out of your employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all arbitration fees, excluding attorney fees and legal costs. Please note that we must receive your signed Agreement before your first day of employment.

This letter shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California.

In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this letter shall continue in full force and effect without such provision. In the event that there is any conflict between this offer letter and your Stock Option Agreement, this offer letter will govern.

To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This letter, along with any agreements relating to proprietary rights between you and the Company, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements including, but not limited to, any representation made during your recruitment, interviews or pre employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the Company's Chief Executive Officer or Chief Financial Officer and you. This offer of employment will terminate if it is not accepted, signed and returned by September 1, 2011, or unless otherwise withdrawn by the Company prior to your acceptance.

Jerry, we all look forward to working with you at TigerLogic, and believe that your contributions will be significant in expanding the Company's new market opportunities.






Best regards,
/s/ Richard W. Koe
Richard W. Koe
Interim President and CEO


I accept this offer:

/s/ Gerald F. Chew
 
9/1/2011
Gerald F. Chew
 
Date