e60690595frm8k.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): June 9, 2009
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THESTREET.COM,
INC.
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(Exact
name of registrant as specified in its
charter)
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DELAWARE
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(State
or other jurisdiction of
incorporation)
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0-25779
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06-1515824
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(Commission
File Number)
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(IRS
Employer Identification No.)
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14
WALL STREET, 15TH
FLOOR
NEW
YORK, NEW YORK 10005
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(Address
of principal executive offices, including zip
code)
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Registrant’s
telephone number, including area code: (212) 321-5000
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NA
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(Former
name or former address, if changed since last
report)
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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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
15, 2009, TheStreet.com, Inc. (the “Company”) and Daryl Otte executed a term
sheet stating the material terms and conditions related to Mr. Otte’s
appointment as Chief Executive Officer (“CEO”) of the Company, a brief
description of which terms and conditions was contained in a Current Report on
Form 8-K filed by the Company on May 22, 2009 (the “5/22/09 Form
8-K”). The 5/22/09 Form 8-K indicated that the Company subsequently
would provide Mr. Otte a written grant letter or letters relating to a grant of
restricted stock units (“RSUs”) under the Company’s 2007 Performance Incentive
Plan (the “Plan”) and certain severance provisions.
On
June 9, 2009, the Company and Mr. Otte executed an agreement for grant of RSUs
under the Plan and an agreement relating to payments that would be owed to Mr.
Otte in the event of a change of control (as defined therein) or in the event of
the termination of his employment under certain circumstances as set forth
therein. Pursuant to these agreements, (i) the Company granted Mr.
Otte 650,000 RSUs payable in shares of the Company’s common stock under the
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, subject to the following acceleration and forfeiture
conditions: (A) any unvested RSUs or designated portions thereof will accelerate
upon certain events, including a change of control of the Company or the
termination of Mr. Otte’s employment by the Company without cause, by Mr. Otte
with good reason or due to Mr. Otte’s death or disability, and (B) any unpaid
(or, in certain circumstances, unvested) RSUs will be forfeited in certain
events, including the termination of Mr. Otte’s employment by the Company for
cause or by Mr. Otte without good reason prior to the fifth anniversary of his
employment as CEO, or a breach by Mr. Otte of certain terms of the agreement,
subject to claw-back by the Company in certain circumstances; and (ii) Mr. Otte
will be entitled to receive cash payments in certain circumstances as follows,
subject to the terms and conditions of the agreement: (A) prior to a change of
control, in the event of termination of Mr. Otte’s employment by the Company
without cause or by Mr. Otte for good reason, 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 of control that is
consummated prior to November 30, 2011, if a direct result of events or efforts
initiated prior to May 15, 2011, he will receive an amount equal to
two times the sum of his 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.
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:
June 11, 2009
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By:
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/s/
Gregory Barton |
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Gregory
Barton
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Executive
Vice President, Business and
Legal
Affairs, General Counsel & Secretary
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