0001564590-21-017604.txt : 20210405 0001564590-21-017604.hdr.sgml : 20210405 20210405160041 ACCESSION NUMBER: 0001564590-21-017604 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210318 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20210405 DATE AS OF CHANGE: 20210405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Heritage Global Inc. CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39471 FILM NUMBER: 21805280 BUSINESS ADDRESS: STREET 1: 12625 HIGH BLUFF DRIVE STREET 2: SUITE 305 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-847-0655 MAIL ADDRESS: STREET 1: 12625 HIGH BLUFF DRIVE STREET 2: SUITE 305 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Counsel RB Capital Inc. DATE OF NAME CHANGE: 20110121 FORMER COMPANY: FORMER CONFORMED NAME: C2 Global Technologies Inc DATE OF NAME CHANGE: 20050812 FORMER COMPANY: FORMER CONFORMED NAME: ACCERIS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040220 8-K/A 1 hgbl-8ka_20210318.htm 8-K/A hgbl-8ka_20210318.DOCX.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 5, 2021 (March 18, 2021)

 

HERITAGE GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Florida

 

001-39471

 

59-2291344

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

12625 High Bluff Drive, Suite 305, San Diego, California

 

92130

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (858) 847-0656

Not Applicable

(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 (l7 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

HGBL

Nasdaq Stock Market LLC

 

 

 

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 ☐

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. ☐


 

 

Item 5.02

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

As previously reported by Heritage Global Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2021 (the “Initial Form 8-K”), the Company and Scott A. West mutually agreed that Mr. West would step down from his role as Chief Financial Officer. This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information regarding the terms of an agreement between the Company and Mr. West regarding Mr. West’s separation from the Company.

On March 30, 2021, the Company and Mr. West entered into a Separation Agreement and General Release (the “Agreement”). Under the terms of the Agreement, Mr. West’s separation from the Company was effective on March 31, 2021. Mr. West will receive a payment of $200,000 (payable in equal installments over six months) and monthly payments of $775 for up to a year to offset health coverage costs. Further, Mr. West will receive 25,000 shares of the Company’s common stock, which will be forfeited to the Company during the two years following the effective date of the Agreement in the event Mr. West breaches the terms of the Agreement. In addition, the Agreement provides for customary mutual releases by the Company and Mr. West, and the Agreement includes confidentiality, non-disparagement and other obligations.

 

 

 

 

 

 

 

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.

 

 

HERITAGE GLOBAL INC.

 

 

 

 

Date:  April 5, 2021

By:

/s/ Ross Dove

 

 

Ross Dove

 

 

Chief Executive Officer