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)
VUZIX CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)(Zipcode)
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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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.
On March 17, 20201 Vuzix Corporation (the “Company”) granted options to purchase 1,750,000 shares of common stock to Grant Russell, the Company’s chief financial officer, and options to purchase 3,260,000 shares of common stock to Paul Travers, the Company’s chief executive officer. The options are being granted under the Company’s existing 2014 Incentive Stock Plan. The options have an exercise price of $19.00. 125,000 of Mr. Russell’s options and 250,000 of Mr. Travers’ options vest immediately and the remainder will vest upon achievement of certain market capitalization and operating results goals and not simply the passage of time, as follows:
| Award Potential | Criteria Achievement Weighting | |||||||||||||||||
| 50% | 35% | 15% | ||||||||||||||||
| Options: Travers |
Options: Russell |
Equity Market Capitalization Threshold |
Revenue Target |
EBITDA Margin before Non-Cash Charges Target |
||||||||||||||
| 250,000 | 125,000 | $ | 1,000,000,000 | N/A | N/A | |||||||||||||
| 400,000 | 200,000 | 2,000,000,000 | $ | 25,000,000 | 0.0 | % | ||||||||||||
| 400,000 | 200,000 | 3,000,000,000 | 50,000,000 | 2.0 | % | |||||||||||||
| 400,000 | 200,000 | 4,000,000,000 | 100,000,000 | 4.0 | % | |||||||||||||
| 400,000 | 200,000 | 5,000,000,000 | 200,000,000 | 6.0 | % | |||||||||||||
| 325,000 | 175,000 | 6,000,000,000 | 300,000,000 | 8.0 | % | |||||||||||||
| 325,000 | 175,000 | 7,000,000,000 | 450,000,000 | 10.0 | % | |||||||||||||
| 300,000 | 175,000 | 8,000,000,000 | 675,000,000 | 12.0 | % | |||||||||||||
| 230,000 | 175,000 | 9,000,000,000 | 1,000,000,000 | 14.0 | % | |||||||||||||
| 230,000 | 125,000 | 10,000,000,000 | 1,500,000,000 | 16.0 | % | |||||||||||||
| 3,260,000 | 1,750,000 | |||||||||||||||||
The Company also granted to other management employees options to purchase an aggregate of 990,000 shares of common stock with an exercise price of $19.00 and similar vesting terms. Re-sale of the shares issuable upon exercise of the options granted to Mr. Travers, Mr. Russell and other management employees will be subject to certain restrictions for up to 24 months, which will be removed on a monthly basis over such 24 month period.
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.
| Date: March 19, 2021 | VUZIX CORPORATION | |
| By: | /s/ Grant Russell | |
| Grant Russell | ||
| Chief Financial Officer | ||