Unassociated Document
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): May 15, 2009
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation)
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0-25779
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06-1515824
(IRS
Employer Identification No.)
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14
WALL STREET, 15TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 321-5000
NA
(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):
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))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May
15, 2009, TheStreet.com, Inc. (the “Company”) appointed
Daryl Otte as the Company’s full-time Chief Executive Officer. Mr. Otte has
served as the Company’s Interim Chief Executive Officer since March 2009, has
served as a Director of the Company since 2001 and previously served as the
Chairman of the Company’s Audit Committee. Mr. Otte is a founding partner of
Montefiore Partners, a venture capital investment fund management firm. Prior to
founding Montefiore Partners in 2000, Mr. Otte was senior vice president and
member of the executive committee of Ziff-Davis, Inc., a leading media company.
During his service at Ziff-Davis from 1995 through 2000, Mr. Otte initiated and
managed acquisition and development projects and venture investments, including
some of the early commercialization efforts of the Internet.
As
compensation for his service as Chief Executive Officer, Mr. Otte and the
Company have agreed to certain terms relating to his employment, including the
following: (i) he will receive an annual base salary of $425,000; (ii) he is
eligible to receive a target bonus of $320,000 contingent on achieving
performance goals to be established by the Company’s Compensation Committee (the
“Committee”) with input from Mr. Otte; (iii) he will receive a grant of 650,000
restricted stock units (“RSUs”) payable in shares of the Company’s common stock
under the Company’s 2007 Performance Incentive Plan, vesting in the amount of
65,000 RSUs on each of the first four anniversaries of the date of grant and the
balance on the fifth anniversary of the date of grant; the RSU grant
is subject to the following acceleration and forfeiture conditions: (A) any
unvested RSUs or designated portions thereof will accelerate upon certain
events, including a change in control of the Company, termination of Mr. Otte by
the Company without Cause, termination by Mr. Otte with Good Reason, death or
disability, and (B) any unvested RSUs will be forfeited in certain events,
including termination of Mr. Otte by the Company for Cause, termination by Mr.
Otte without Good Reason or a breach by Mr. Otte of certain terms of the
Agreement, subject to claw-back by the Company in certain circumstances; (iv) he
will receive cash severance, subject to the following: (A) prior to a change in
control, in the event of termination by the Company without Cause, he will
receive an amount equal to four weeks of base pay for each full year of service
as full-time CEO plus 1.33 weeks of base pay for each full year of service as a
Board member of the Company (“General Severance”) and (B) following a
change in control that is fully consummated prior to November 15, 2011, he will
receive an amount equal to two times annual base pay plus target bonus (to be
offset by any General Severance previously paid), which amounts may be grossed
up based on the impact of certain excise taxes (“Change-in-Control Severance”);
and (v) he will receive certain other benefits generally available to other full
time executives at the Company. The Company subsequently will provide Mr. Otte a
written grant letter or letters relating to the RSUs and the foregoing severance
provisions.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated May 19, 2009
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SIGNATURE
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.
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THESTREET.COM, INC.
(Registrant) |
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Date:
May 21, 2009
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By:
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/s/ Teresa
Santos |
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Teresa
Santos |
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General
Counsel and Secretary |
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EXHIBIT
INDEX
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Exhibit
Number
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Description
|
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99.1
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Press
Release dated May 19, 2009
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