isdr_8k.htm

0001354488-16-005975.txt : 20160126 0001354488-16-005975.hdr.sgml : 20160126 20160125190111 ACCESSION NUMBER: 0001354488-16-005975 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160125 ITEM INFORMATION: Other Events FILED AS OF DATE: 20160126 DATE AS OF CHANGE: 20160125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISSUER DIRECT CORP CENTRAL INDEX KEY: 0000843006 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 261331503 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 161359666 BUSINESS ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 9194611600 MAIL ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INC DATE OF NAME CHANGE: 20071002 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INCORPORATED DATE OF NAME CHANGE: 19920703 8-K 1 isdr_8k.htm CURRENT REPORT isdr_8k.htm

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 25, 2016

______________

Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

______________

Delaware	1-10185	26-1331503
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

500 Perimeter Park, Suite D, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (919) 481-4000

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 (see General Instruction A.2. below):

	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 8.01 Other Events.

On January 25, 2016, Issuer Direct Corporation issued a press release announcing the creation of a Strategic Advisory Committee, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”). Additionally, a copy of the Strategic Advisory Committee Charter is attached as Exhibit 99.2 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated January 25, 2016.

99.2	Strategic Advisory Committee Charter.

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.

	Issuer Direct Corporation


	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie Chief Executive Officer
		Brian R. Balbirnie Chief Executive Officer

Date: January 25, 2016

EX-99.1 2 isdr_ex991.htm PRESS RELEASE isdr_ex991.htm

Exhbit 99.1

Issuer Direct Establishes Strategic Advisory Committee

MORRISVILLE, NC / ACCESSWIRE / January 25, 2016 / Issuer Direct Corporation (NYSE MKT:ISDR), a market leader and innovator of cloud-based compliance and communications platforms (the “Company”), today announced its Board of Directors (the “Board”) has created a Strategic Advisory Committee to assist the Company in its continued efforts toward increasing value for its shareholders and its overall market position.

"Establishing a Strategic Advisory Committee tasked with the focus to assist management on identifying and screening potential opportunities, including on the M&A front, is extremely valuable to us right now,” said Andre Boisvert, Chairman of the Board of Issuer Direct. “We already have seen evidence that the compliance and communications space is and has been changing – our sole objective is to maximize our Company’s value. The Strategic Advisory Committee will help us realize this, while management stays focused on executing the business day-to-day.”

The Strategic Advisory Committee will assist the Company’s Board of Directors and management evaluate areas such as joint ventures, partnerships, strategic acquisitions and mergers and acquisitions in areas the Company believes there are consolidations occurring or likely to occur. Independent Board member J. Patrick Galleher will serve as the Chairman of the Committee with William H. Everett, our current Audit Committee Chairman, as the other member.

Mr. Galleher joined the Board in March 2014 and is a Managing Director for Boxwood Partners, LLC, a merchant bank in Richmond, Virginia, where he leads transactions for Boxwood’s merger and acquisition advisory services and private equity group and a Managing Director for Boxwood Capital Partners, LLC, a private investment firm also located in Richmond, Virginia.

Mr. William H. Everett has more than thirty years of management experience and currently serves as a director of Hakisa SAS in Strasbourg France. In addition, Mr. Everett served on the Board and M&A Committee of NeoNova Network Services until it was acquired in July 2013. Mr. Everett retired in April 2010 as Executive Vice President and Chief Financial Officer of Tekelec, a publicly traded telecom equipment supplier.

“I am excited to be in a position to help the Company further explore opportunities as they present themselves” said J. Patrick Galleher. “From my vantage point, I see a market with scenarios that could result in our platforms further reaching our goals in this market.”

During the past year, management and the Board has been focused on transitioning the business from its traditional print and services engagements to a pure Software as a Service platform. Today the majority of the Company’s new business opportunities are centered around the Company’s software platform called Disclosure Management System (DMS).

The Strategic Advisory Committee will work with management to focus on medium and long term initiatives of the business, review and analyze recent transactions in the market as they relate to the Company’s businesses, further help identify long term trends that could impact our strategic plan and evaluate inbound M&A opportunities.

A copy of the Strategic Advisory Committee Charter can be found on the Company’s website at https://www.issuerdirect.com/governance/.

About Issuer Direct Corporation

Issuer Direct is a disclosure management and targeted communications company. Our integrated platform provides tools, technologies and services that enable our clients to disclose and disseminate information through our network.

With a focus on corporate issuers, the Company alleviates the complexity of maintaining compliance with its integrated portfolio of products and services that enhance Company’s ability to efficiently produce and distribute their financial and business communications both online and in print.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, including but not limited to the discussions under "Risk Factors" therein, which the Company has filed with the SEC and which may be viewed at http://www.sec.gov.

Contact:

For Further Information:

Brian R. Balbirnie

Issuer Direct Corporation

919-481-4000

brian.balbirnie@issuerdirect.com

Brett Maas

Hayden IR

(646) 536-7331

brett@haydenir.com

James Carbonara

Hayden IR

(646)-755-7412

james@haydenir.com

SOURCE: Issuer Direct Corporation

EX-99.2 3 isdr_ex992.htm STRATEGIC ADVISORY COMMITTEE CHARTER isdr_ex992.htm

Exhibit 99.2

ISSUER DIRECT CORPORATION

STRATEGIC ADVISORY COMMITTEE CHARTER

This Strategic Advisory Committee Charter was adopted by the Board of Directors (the “Board”) of Issuer Direct Corporation (the “Company”) on January 21, 2016.

I. Purpose

The purpose of the Strategic Advisory Committee (the “Committee”) is to assist the Board and management of the Company on various strategic matters including, without limitation, mergers and acquisitions matters, other strategic transactions and corporate finance matters.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee) shall be at the Committee’s sole discretion. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

II. Membership

The Committee shall consist of at least two members of the Board. Each Committee member shall be affirmatively determined by the Board not to have a relationship with the Company that would interfere with the exercise of independent judgment.

The members of the Committee shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board.

III. Meetings and Procedures

The Committee shall appoint a Chair. The Chair (or in his or her absence, a member designated by the Chair or the remaining members of the Committee) shall preside at each meeting of the Committee and set, in consultation with the other members of the Committee, the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.

The Committee shall meet at least once during each fiscal quarter and more frequently as the Committee deems desirable. The Committee chairperson shall report on Committee activities to the full Board on at least a quarterly basis (unless the Committee deems it necessary to report to the Board more often) and shall cause the Committee minutes to be provided to the Board on an ongoing basis. All directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company’s management, any other personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings (or any portions thereof) any persons it deems appropriate, including, but not limited to, any director that is not a member of the Committee if the Committee deems such director to have a potential conflict of interest.

The Committee may retain any independent counsel, experts or advisors that the Committee believes to be necessary or appropriate. The Committee may also utilize the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate and reasonable funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee.

Except as set forth in this Charter, including with respect to the retention of independent counsel, experts or advisors, unless other authority is delegated by the Board, the Committee shall be an advisory body and shall not have authority to enter into transactions or otherwise bind the Company.

IV. Duties and Responsibilities

a. The Committee is charged by the Board with the responsibility to assist the Board regarding:

i.	the monitoring of developments in the mergers and acquisitions landscape in the disclosure management solutions and cloud-based compliance and communication technologies industry;

ii.	the investigation and evaluation of various strategic matters, including the ongoing review, enhancement and implementation of the Company’s acquisition and joint venture strategy;

iii.	the review of the Company’s valuation and how that valuation impacts the Company’s ability to implement its strategy as an independent publicly traded corporation;

iv.	the evaluation of different financing strategies that could be implemented in conjunction with strategic activities or on an independent basis; and

v.	the preliminary evaluation and qualification of inbound merger and acquisition opportunities.

b. The Committee shall provide advice to the Board regarding potential acquisition transactions, other strategic transactions and related financing strategies. The Committee shall also act as the primary liaison with the management of potential acquirees or acquirors during the merger and/or acquisition process.

c. The Committee shall at least annually perform an evaluation of the performance of the Committee and its members, including a review of the Committee’s compliance with this Charter.

d. The Committee shall at least annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.

e. Nothing in this Charter shall require or otherwise obligate the Committee to take any action with respect to any of potential strategy, strategic transaction or corporate finance matter, and the Committee need not take any action whatsoever if it deems it so advisable.

f. Nothing in this Charter shall expand the duties and liabilities of any Company directors or officers beyond any duties and liabilities otherwise imposed by law.