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Section 1: 8-K

 

 

 

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): November 30, 2020

 

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   8211   46-4116523

(State of

Incorporation)

 

(Primary Standard Industrial

Classification Code Number.)

 

(IRS Employer

Identification No.)

 

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

(Address Of Principal Executive Offices) (Zip Code)

 

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

[  ] 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))

 

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 $0.0001 per share   BOXL   The 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 [X]

 

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.

 

Chief Financial Officer

 

On November 30, 2020, Boxlight Corporation, a Delaware corporation (“Boxlight”), announced that the Company’s board of directors (the “Board”) had accepted the resignation of Takesha Brown, Boxlight’s Chief Financial Officer, with her last day to be January 15, 2021. Patrick Foley, the Chief Financial Officer of Boxlight’s wholly-owned subsidiary, Sahara Presentation Systems Ltd, a U.K. entity (“Sahara Presentation Systems”), has been appointed to serve as Chief Financial Officer of Boxlight commencing January 16, 2021.

 

Mr. Foley has served as Chief Financial Officer of Sahara Presentation Systems since 2020. Prior to joining Sahara Presentation Systems, Mr. Foley spent 13 years at Arts Alliance Media and 10 years at Universal Pictures, where he served in senior leadership roles. Most recently, Mr. Foley served as Chief Financial Officer at Sahara Presentation Systems. Mr. Foley holds a Master of Science – Strategic Business Management degree from The Manchester Metropolitan University and is a Chartered Management Accountant (ACMA / CGMA). We believe Mr. Foley’s global business experience is a significant asset to Boxlight.

 

Mr. Foley will continue to be compensated pursuant to the terms of his current employment agreement with Sahara Presentation Systems. Under his employment agreement, dated April 7, 2020 (the “Foley Employment Agreement”), as amended by a deed of variation, dated September 24, 2020 (the “Foley Deed of Variation”), Mr. Foley receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000. Mr. Foley is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide six months’ advance notice prior to resignation.

 

The foregoing descriptions of the Foley Employment Agreement and Foley Deed of Variation do not purport to describe all of the terms of such agreements and are qualified in their entirety by reference to the Foley Employment Agreement and Foley Deed of Variation, which are filed as Exhibits 10.1 and 10.2, respectively, hereto, and are incorporated herein by reference.

 

Chief Technology Officer

 

On November 30, 2020, Boxlight announced the appointment of Shaun Marklew to the position of Chief Technology Officer of Boxlight, effective immediately. Mr. Marklew had previously been serving as Chief Operating Officer of Sahara Presentation Systems. Mr. Markley has been employed with Sahara Presentation Systems since February 2012. Mr. Marklew has more than 20 years of experience in the professional audio, visual and interactive technology industry including more than nine years at Sahara Presentation Systems, most recently as Chief Operating Officer. At Sahara Presentation Systems, Mr. Marklew was responsible for building the global, multi-award-winning interactive touchscreen and digital signage brand, Clevertouch. Mr. Marklew’s knowledge and passion for technology continues to be the driving force behind the innovation and success of the Clevertouch ecosystem. Boxlight will leverage his talents across Boxlight’s broader solution suite.

 

As Chief Technology Officer, Mr. Marklew will continue to be compensated pursuant to the terms of his current employment agreement with Sahara Presentation Systems. Under his employment agreement, dated January 1, 2019 (the “Marklew Employment Agreement”), as amended by a deed of variation, dated September 24, 2020 (the “Marklew Deed of Variation”), Mr. Marklew receives annual compensation of £175,000, a quarterly bonus of £6,250 if he meets 90% of a gross profit target and £12,500 if he achieves 100% of the gross profit target, as such gross profit target may be set by the corporation’s board of directors or compensation committee, with a maximum annual bonus of up to £50,000. Mr. Marklew is entitled to 27 days of vacation, a yearly car allowance of £9,600, and is required to provide the six months’ advance notice prior to resignation.

 

The foregoing descriptions of the Marklew Employment Agreement and Marklew Deed of Variation do not purport to describe all of the terms of such agreements and are qualified in their entirety by reference to the Marklew Employment Agreement and Marklew Deed of Variation, which are filed as Exhibits 10.3 and 10.4, respectively, hereto, and are incorporated herein by reference.

 

   

 

 

Item 7.01. Regulation FD Disclosure.

 

On November 30, 2020, the Company issued a press release announcing the appointment of Messrs. Foley and Marklew, as well as Ms. Brown’s impending resignation. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Employment Agreement, dated April 7, 2020, between Sahara Presentation Systems PLC and Patrick Foley.
10.2   Deed of Variation, dated September 24, 2020, between Sahara Presentations Systems PLC and Patrick Foley.
10.3   Employment Agreement, dated January 1, 2019, between Sahara Presentation Systems PLC and Shaun Marklew.
10.4   Deed of Variation, dated September 24, 2020, between Sahara Presentation Systems PLC and Shaun Marklew.
99.1   Press Release dated November 30, 2020

 

   

 

 

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.

 

Dated: November 30, 2020  
   
BOXLIGHT CORPORATION  
     
By: /s/ Michael Pope  
Name: Michael Pope  
Title: Chief Executive Officer  

 

   

 

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Section 2: EX-10.1

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Section 3: EX-10.2

 

Exhibit 10.2

 

Dated September 24, 2020

 

DEED OF VARIATION

 

SAHARA PRESENTATION SYSTEMS PLC

 

and

 

PATRICK FOLEY

 

1

 

 

DEED OF VARIATION OF CONTRACT

 

This deed is dated 24 September 2020

 

PARTIES

 

(1)Sahara Presentation Systems PLC incorporated and registered in England and Wales with company number 1335211 whose registered office is at Europa House, Littlebrook, Shield Road, Dartford, Kent, DA1 5UR (Party 1)

 

(2)Patrick Foley of Ashtree, Langley Road, Chipperfield, Hertfordshire, WD4 9JQ (Party 2)

 

(A)Party 1 and Party 2 are party to a Service Agreement dated 7 April 2020 (Agreement) a copy of which is attached at the Schedule to this deed.

 

(B)The parties wish to amend the Agreement as set out in this deed with effect from September 24, 2020 (Variation Date).

 

AGREED TERMS

 

1. TERMS DEFINED IN THE AGREEMENT

 

In this deed, expressions defined in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement apply to this deed.

 

2. VARIATION

 

With effect from the Variation Date the Parties agree the following amendments to the Agreement:

 

Paragraph 2.1.4 of Schedule 2 shall be deleted and shall be replaced by the following:

 

“be involved in any Capacity in any business concern that is or intends to be in competition with any Restricted Business for a period of:

 

2.1.4.1 12 months after Termination in the event that notice of termination is given by you in accordance with clause 13.1; or

 

2.1.4.2 6 months after Termination in the event that notice of termination is given by the Company in accordance with clause 13.1.

 

2

 

 

3. REMAINING TERMS OF AGREEMENT

 

For the avoidance of doubt the remaining terms of the Agreement shall be unaffected by this deed.

 

4. GOVERNING LAW

 

This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

5. JURISDICTION

 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).

 

This deed has been entered into on the date stated at the beginning of it.

 

SIGNED as a deed by SAHARA PRESENTATION SYSTEMS PLC 

 

Sign here

 

acting by a director in the presence of:   /s/ Nigel Batley
    Director

 

Signature of witness /s/ Annette Gwenda Batley

Name (in CAPITAL LETTERS) ANNETTE GWENDA BATLEY

Address 28 Brattle Wood Sevenoaks

Kent, TN 13 1QU

 

   

Sign here

 

SIGNED as a deed and delivered by PATRICK FOLEY in the presence of:   /s/ Patrick Foley

 

Signature of witness /s/ A McMorrow

Name (in CAPITAL LETTERS) MR. ANTHONY MCMORROW

Address Sayers Cottage, Langley Road

Chipperfield, WD4 9JS

 

3

 

 

THE SCHEDULE

 

[INSERT COPY OF ORIGINAL SERVICE AGREEMENT]

 

4

 

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Section 4: EX-10.3

 

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Section 5: EX-10.4

 

Exhibit 10.4

 

Dated 24 September 2020

 

DEED OF VARIATION

 

SAHARA PRESENTATION SYSTEMS PLC

 

and

 

SHAUN MARKLEW

 

1

 

 

DEED OF VARIATION OF CONTRACT

 

This deed is dated 24 September 2020

 

PARTIES

 

(1)Sahara Presentation Systems PLC incorporated and registered in England and Wales with company number 1335211 whose registered office is at Europa House, Littlebrook, Shield Road, Dartford, Kent, DA1 5UR (Party 1)

 

(2)Shaun Marklew of Hurtis Hill, Crowborough, East Sussex, TN6 3BL (Party 2)

 

(A)Party 1 and Party 2 are party to a Service Agreement dated 1 January 2019 (Agreement) a copy of which is attached at the Schedule to this deed.

 

(B)The parties wish to amend the Agreement as set out in this deed with effect from 24 September 2020 (Variation Date).

 

AGREED TERMS

 

1. TERMS DEFINED IN THE AGREEMENT

 

In this deed, expressions defined in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement apply to this deed.

 

2. VARIATION

 

With effect from the Variation Date the Parties agree the following amendments to the Agreement:

 

Paragraph 2.1.4 of Schedule 2 shall be deleted and shall be replaced by the following:

 

“be involved in any Capacity in any business concern that is or intends to be in competition with any Restricted Business for a period of:

 

2.1.4.1 12 months after Termination in the event that notice of termination is given by you in accordance with clause 13.1; or

 

2.1.4.2 6 months after Termination in the event that notice of termination is given by the Company in accordance with clause 13.1.

 

2

 

 

3. REMAINING TERMS OF AGREEMENT

 

For the avoidance of doubt the remaining terms of the Agreement shall be unaffected by this deed.

 

4. GOVERNING LAW

 

This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

5. JURISDICTION

 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).

 

This deed has been entered into on the date stated at the beginning of it.

 

SIGNED as a deed by SAHARA PRESENTATION SYSTEMS PLC  

Sign here

 

acting by a director in the presence of:   /s/ Nigel Batley
    Director

 

Signature of witness /s/ Annette Gwenda Batley

Name (in CAPITAL LETTERS) ANNETTE GWENDA BATLEY

Address 28 Brattle Wood Sevenoaks

Kent TN13 1QU

 

 

Sign here

 

SIGNED as a deed and delivered by SHAUN MARKLEW in the presence of:  

/s/ Shaun Marklew

 

Signature of witness /s/ Sarah Marklew

Name (in CAPITAL LETTERS) SARAH MARKLEW

Address Caxton House Hurtis Hill, Crowborough East Sussex TN6 3BL

 

3

 

 

THE SCHEDULE

 

[INSERT COPY OF ORIGINAL SERVICE AGREEMENT]

 

4

 

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Section 6: EX-99.1

 

Exhibit 99.1

 

 

 

Boxlight Announces Additional Executive Leadership

 

Lawrenceville, GA — (November 30, 2020)Boxlight Corporation (Nasdaq: BOXL), a leading provider of interactive technology, digital signage and software solutions, today announced that Shaun Marklew has been appointed as Chief Technology Officer and Patrick Foley will be appointed as Chief Financial Officer on January 16, 2021. Takesha Brown, the Company’s current CFO will step down at that time for personal reasons.

 

Both Shaun Marklew and Patrick Foley held senior executive roles at Sahara Presentation Systems, a company acquired by Boxlight in September 2020 for approximately $95 million in cash and preferred stock.

 

Shaun Marklew brings over 20 years of experience in the professional audio, visual and interactive technology industry including over 9 years at Sahara Presentation Systems, most recently as Chief Operating Officer. He was responsible for building the global, multi-award-winning interactive touchscreen and digital signage brand, Clevertouch. Shaun’s knowledge and passion for technology continues to be the driving force behind the innovation and success of the Clevertouch ecosystem. Boxlight will leverage Shaun’s talents across the Company’s broader solution suite.

 

Graduating with a Master of Science – Strategic Business Management at The Manchester Metropolitan University, and a Chartered Management Accountant (ACMA / CGMA), Pat Foley has an enviable pedigree in financial management which includes over 17 years’ experience in senior leadership roles with 13 years at Arts Alliance Media and 10 years at Universal Pictures. Most recently, Pat served as Chief Financial Officer at Sahara Presentation Systems. Pat’s global business experience is a significant asset to Boxlight.

 

“Following the acquisition of Sahara Presentation Systems and the Clevertouch brand, we’re thrilled to appoint Shaun and Pat to key executive roles at Boxlight as we continue to build a strong and experienced leadership team. Additionally, with Mark Starkey, appointed as President earlier this month, and Hank Nance, COO, we are committed as an executive team to take the company through its next phase of growth and financial stability,” comments Michael Pope, CEO at Boxlight. “I also would like to thank Takesha for her dedication to our Boxlight family as we built a firm foundation for the Company, and I wish her every success in the future.”

 

About Boxlight Corporation

 

Boxlight Corporation (Nasdaq: BOXL) is a leading provider of interactive technology, digital signage and software solutions under its award-winning brands Clevertouch® and Mimio®. The Company aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, digital signage, supporting accessories and professional services. For more information about the Boxlight story, visit http://www.boxlight.com and https://www.clevertouch.com.

 

 

 

 

Forward Looking Statements

 

This press release may contain information about Boxlight’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements because of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, competition in the industry, etc. Boxlight encourages you to review other factors that may affect its future results in Boxlight’s filings with the Securities and Exchange Commission.

 

Media Relations

 

Sunshine Nance
+1 360-464-2119 x254
sunshine.nance@boxlight.com

 

Investor Relations

 

Michael Pope
+1 360-464-4478
investor.relations@boxlight.com

 

Social Media

 

Twitter @MyClevertouch @BoxlightInc
LinkedIn
@clevertouch-touchscreens @Boxlight-Inc
Hashtags
#Clevertouch #Boxlight

 

 

 

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