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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 24, 2014
NOVATEL WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
| DELAWARE | COMMISSION FILE: | 86-0824673 | ||
| (State or other jurisdiction of incorporation or organization) |
000-31659 | (I.R.S. Employer Identification No.) |
9645 Scranton Road
San Diego, CA 92121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (858) 320-3400
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 (17 CFR 240.13e-4(c)) |
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| ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (c) |
On June 24, 2014, the Board of Directors (the “Board”) of Novatel Wireless, Inc. (the “Company”) appointed Tom Allen, age 61, as interim Chief Financial Officer of the Company, effective immediately. The Board has engaged an executive search firm to evaluate candidates for a permanent Chief Financial Officer of the Company.
Prior to joining the Company, Mr. Allen served as Executive Vice President and Chief Operating and Chief Financial Officer for Outdoor Channel Holdings, Inc. a publicly traded national cable television network and production services company from July 2010 through September 2013 when the company was acquired by Kroenke Sports and Entertainment. In 1997, Mr. Allen co-founded ACME Communications, a US-based broadcasting company (“ACME”). Mr. Allen served as its chief financial officer until 2010 and still serves on ACME’s board of directors. Throughout his career, Mr. Allen has held executive positions at major broadcasting and entertainment firms including Chief Operating Officer and Chief Financial Officer for Virgin Interactive Entertainment from July 1993 through September 1996 and Chief Financial Officer of the Fox Broadcasting Company from September 1986 through August 1993. He has also served on the board of directors of public and private companies. Mr. Allen attended the University of Southern California and is a certified public accountant.
There are no arrangements or understandings between Mr. Allen and any other persons pursuant to which he was selected as interim Chief Financial Officer. There are also no family relationships between Mr. Allen and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Allen has entered into an agreement with the Company to serve as the interim Chief Financial Officer for a minimum term of three months, which term may be extended by the parties. Under the terms of the agreement, he is paid an hourly rate for a specified number of hours and he has been granted restricted stock units under the Company’s 2009 Omnibus Incentive Compensation Plan that will vest on September 12, 2014.
The press release, dated June 27, 2014, announcing the foregoing management change is attached as Exhibit 99.1 and incorporated herein by reference.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 27, 2014 | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Novatel Wireless, Inc. | ||||||
| Date: June 30, 2014 | By: | /s/ Catherine F. Ratcliffe | ||||
| Catherine F. Ratcliffe | ||||||
| Senior Vice President of Business Affairs, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
Novatel Wireless Appoints Interim Chief Financial Officer
SAN DIEGO — June 27, 2014 — Novatel Wireless, Inc. (NASDAQ: NVTL), a leading provider of machine to machine (M2M) wireless solutions, announced that the Board of Directors has appointed Tom Allen as Interim Chief Financial Officer. The Board is engaging an executive search firm to evaluate candidates for a permanent Chief Financial Officer.
“Tom Allen brings a wealth of executive experience, including CFO and COO roles at public companies,” said Sue Swenson, Chairman of the Board of Novatel Wireless. “We are pleased to have him serving as our Interim CFO as we search for a permanent replacement.”
Prior to joining the Company, Tom Allen, age 61, served as Executive Vice President, Chief Operating and Chief Financial Officer for Outdoor Channel Holdings, Inc., a publicly traded national cable television network and production services company which was acquired in 2013 by Kroenke Sports and Entertainment. In 1997, Mr. Allen co-founded ACME Communications, a US-based broadcasting company, where he continues to serve on its board of directors and served as its Chief Financial Officer until 2010. Throughout his career, Mr. Allen has held executive positions at major broadcasting and entertainment firms including Chief Operating Officer and Chief Financial Officer for Virgin Interactive Entertainment and Chief Financial Officer of the Fox Broadcasting Company. He has also served as board director for public and private companies. Mr. Allen attended the University of Southern California and is a certified public accountant.
ABOUT NOVATEL WIRELESS
Novatel Wireless, Inc. is a leader in the design and development of M2M wireless solutions based on 2G, 3G and 4G technologies. The Company delivers Internet of Things (IoT) and SAAS services to carriers, distributors, retailers, OEMs and vertical markets worldwide. Product lines include MiFi® Intelligent Mobile Hotspots, Ovation™ USB modems, Expedite® embedded modules, Mobile Tracking Solutions, Asset Tracking Solutions, and Enabler smart M2M modules. These innovative products provide anywhere, anytime communications solutions for consumers and enterprises. Headquartered in San Diego, California, Novatel Wireless is listed on NASDAQ: NVTL. For more information please visit www.nvtl.com. (NVTLF)
(C) 2014 Novatel Wireless, Inc. All rights reserved. The Novatel Wireless name and logo are trademarks of Novatel Wireless, Inc.
Investor contact:
The Blueshirt Group for Novatel Wireless
Matthew Hunt or David Niederman
415-489-2194 or 415-489-2189
matt@blueshirtgroup.com
david@blueshirtgroup.com