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 4, 2008
Smith Micro Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-26536
(Commission File Number)
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33-0029027
(IRS Employer
Identification No.) |
51 Columbia, Suite 200
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below under Item 2.01 is hereby incorporated by reference into this Item 1.01.
Item 2.01Completion of Acquisition or Disposition of Assets
As previously disclosed on a Current Report on Form 8-K filed by Smith Micro Software, Inc. on
December 11, 2007 (the “Prior Report”), on December 10, 2007 Smith Micro entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) with PCTEL, Inc. pursuant to which Smith Micro
agreed to acquire substantially all of the assets of PCTEL relating to PCTEL’s Mobility Solutions
Group (the “Acquisition”). The Acquisition was completed on January 4, 2008 (the “Closing”).
Pursuant to the terms of the Asset Purchase Agreement, Smith Micro paid $59.7 million in cash to
PCTEL at the Closing.
All of the employees of PCTEL’s Mobility Solutions Group, consisting of approximately 58
employees, will continue as employees of Smith Micro. Biju Nair, PCTEL’s Vice President and
General Manager of the Mobility Solutions Group, entered into an employment agreement, effective
upon the Closing, under which he became Smith Micro’s Senior Vice President and General Manager in
charge of Smith Micro’s Connectivity and Security business unit (the “Employment Agreement”).
Pursuant to the terms of the Employment Agreement, Mr. Nair will receive a base salary at an annual
rate of $235,000, a signing bonus of $240,000 (which is to be paid no later than January 31, 2008),
and is eligible to receive an annual bonus of up to $60,000. Further, Mr. Nair was awarded 50,000
shares of Smith Micro restricted stock, 25% of which will vest upon the 6-month anniversary of the
Closing and 75% of which will vest monthly over the succeeding 18-month period. If, within 12
months of the Closing and prior to the occurrence of a Change of Control, Mr. Nair’s employment is
terminated (i) involuntarily by Smith Micro for reasons other than Cause, death or Disability or
(ii) by Mr. Nair pursuant to a Voluntarily Termination for Good Reason, then Mr. Nair shall be
entitled to receive (1) continuation of his then current base salary for a period of 12 months; (2)
continuation of health benefits for up to 12 months; (3) and partial accelerated vesting of Smith
Micro equity awards held by Mr. Nair at the time of termination. The capitalized terms “Change of
Control,” “Cause,” “Disability” and “Voluntary Termination for Good Reason” used in this Current
Report are defined in the Management Retention Agreement described below.
Further, Smith Micro and Mr. Nair entered into a Management Retention Agreement which provides
that, upon a Change of Control, the unvested portion of Mr. Nair’s outstanding equity awards with a
performance-based vesting schedule shall be automatically amended to convert such equity awards to
a time-based vesting schedule. In addition, under the Management Retention Agreement, if, within
12 months following a Change of Control, Mr. Nair’s employment is terminated (i) involuntarily by
Smith Micro other than for Cause, death or Disability or (ii) by Mr. Nair pursuant to a Voluntary
Termination for Good Reason, then, subject to Mr. Nair entering a standard form of mutual release
of claims, Mr. Nair shall receive the following: (1) a lump-sum cash payment in an amount equal to
150% of his annual base salary; (2) continuation of health benefits for up to 12 months; (3) a
pro-rated bonus payment; and (4) immediate vesting in full of all of Mr. Nair’s outstanding equity
awards.
The foregoing descriptions of the Asset Purchase Agreement, the Employment Agreement and the
Management Retention Agreement do not purport to be complete and are qualified in their entirety by
the Asset Purchase Agreement, the Employment Agreement and the Management Retention Agreement
attached as Exhibit 2.6 to the Prior Report and Exhibits 10.7 and 10.8 to this Current Report,
respectively.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by this item with respect to the Acquisition
will be filed as soon as practicable, and in any event not later than 71 days after the date of
this Current Report on Form 8-K.
(b) Pro Forma Financial Information.