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 30, 2009
Vertro, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-30428 |
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88-0348835 |
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(State or other
Jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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5220 Summerlin Commons Boulevard |
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Fort Myers, Florida |
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33907 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (239) 561-7229
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:
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 June 30, 2009, the Compensation Committee of the Board approved the Amended and Restated Vertro, Inc. 2009 Bonus Program (the “Bonus Program”). The material terms of the Amended and Restated Bonus Program are attached hereto as Exhibit 10.1 and are incorporated herein by reference. Additionally, on June 30, 2009, the Compensation Committee approved an increase in base salary for Mike Cutler, the Company’s recently appointed recently appointed Chief Financial Officer, from $210,000 to $236,250 and granted Mr. Cutler 50,000 restricted stock units under the Company’s 2009 Long-Term Incentive Plan.
Item 8.01 Other Events.
On June 30, 2009, the Company issued a press release entitled “Vertro, Inc.’s ALOT Toolbar User Base Tops 4 Million,” which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Description of the Material Terms of the Amended and Restated Vertro 2009 Bonus Program. |
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99.1 |
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Press Release entitled “Vertro, Inc.’s ALOT Toolbar User Base Tops 4 Million.” |
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.
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Vertro, Inc. |
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Date: July 2, 2009 |
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By: |
/s/ Peter A. Corrao |
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Peter A. Corrao |
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President and CEO |
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2
Exhibit 10.1
DESCRIPTION OF THE MATERIAL TERMS OF
THE AMENDED AND RESTATED VERTRO 2009 BONUS PROGRAM
The Amended and Restated Vertro 2009 Bonus Program (the “Bonus Program”) provides for the payment of cash bonuses to employees of Vertro, Inc. (the “Company”) and its subsidiaries, including the Company’s currently employed named executive officers (the “NEOs,” as named in the Company’s 2009 proxy statement and anticipated to be named in the 2010 proxy statement). On March 12, 2009, the Company sold its Media Division and substantially decreased the Company’s size and operations. In view of this change, the Program was amended. The amended program, as detailed below, is based on operations for the last two quarters of 2009.
The Bonus Program for NEOs is predicated on meeting or exceeding a Financial Performance Goal (the “FPG”) based on an Adjusted EBITDA target. Adjusted EBITDA is defined as EBITDA (earnings before interest, income taxes, depreciation, and amortization) plus non-cash compensation expense plus or minus certain identified revenues or expenses that are not expected to recur or be representative of future ongoing operation of the business.
Each NEO has been assigned an amended target bonus range that consists of a Threshold Target Bonus (the “Threshold Target Bonus”) and a Maximum Target Bonus (the “Maximum Target Bonus”) (the amount represented by the Threshold Target Bonus and the Maximum Target Bonus is hereinafter referred to as the “Bonus”). Payment of any Bonus is conditioned upon meeting or exceeding the FPG. In addition, NEOs may receive a Bonus in excess of the Threshold Target Bonus up to the amount of their Maximum Target Bonus based on over-achievement of the FPG.
The following table sets forth the target bonus amounts for which an NEO is eligible under the Bonus Program:
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Executive
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Threshold Target
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Maximum Target
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Peter Corrao |
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President and CEO |
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$ |
32,000 |
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$ |
160,000 |
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John Pisaris |
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General Counsel |
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$ |
16,750 |
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$ |
83,750 |
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Robert Roe |
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SVP/GM Direct |
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$ |
14,396 |
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$ |
71,980 |
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Mike Cutler |
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CFO |
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$ |
11,813 |
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$ |
59,063 |
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Bonus payouts, if any, to NEOs will be made on an annual basis. In the event of a change of control, the adjusted EBITDA objectives will be deemed to be met for the NEOs and Messrs. Corrao, Pisaris and Cutler would receive a bonus equal to 80%, 50%, and 50% of their respective annual base salaries will paid upon consummation of the change of control.
Except for certain executives, or as provided in a contract to the contrary, a participant’s right to any bonus under the Bonus Program will cease upon termination of employment for any reason, whether voluntary or involuntary. For NEOs with employment contracts containing provisions for termination for “good reason” or termination by the Company “without cause,” upon separation of employment for either of those reasons, the executive will receive an amount equal to their target bonus, pro-rated for the amount of time employed by the Company in fiscal 2009, increased or decreased pursuant to actual performance versus targeted performance in the Bonus Program measured as of the end of the calendar month preceding the termination date. Any such pro-rata bonus will be paid as soon as administratively possible following termination, and in any event, no later than March 15, 2010.
The Company reserves the right to amend or cancel the Bonus Program for any reason in its sole discretion.
Exhibit 99.1
NEW YORK, Jun 30, 2009 (BUSINESS WIRE) — Vertro, Inc. (NASDAQ: VTRO), today announced that live users of its ALOT toolbar product have exceeded four million. ALOT live toolbar users stood at 4.04 million on June 28, 2009, which represents an increase of more than 21 percent from the 3.33 million live users reported at the end of Q1 2009(1).
As a result of this growth, the Company’s total live toolbar user base now stands at 4.72 million. This total includes ALOT toolbar users as well users of the Company’s legacy toolbar brand.
“We’re excited by the growth we’ve seen in ALOT users over the second quarter. We believe the higher than expected growth we’ve achieved can be attributed to enhancements we made to our online advertising strategy, as well as our increased focus on international markets which has enabled us to tap into a broader pool of potential users,” commented Peter Corrao, Vertro’s President and Chief Executive Officer.
“We remain focused on achieving our plan to reach EBITDA profitability in the fourth quarter 2009 while continuing to manage our balance sheet, and believe that the recent increase in ALOT users we’ve enjoyed takes us an important step closer to achieving these goals,” continued Mr. Corrao.
The nature of Vertro’s ALOT business model means that revenue from new ALOT toolbar users is realized in increments over the life of the toolbar. As a result, the Company expects to realize incremental revenue from the new ALOT toolbar users over the course of the coming quarters.
Vertro, Inc. is the new name for MIVA, Inc. The Company’s stock formerly traded on the Nasdaq under the ticker symbol MIVA.
www.alot.com
www.vertro.com
About Vertro, Inc.
Vertro, Inc. (NASDAQ:VTRO) is a software and technology company that owns and operates the ALOT product portfolio. ALOT’s products are designed to ‘Make the Internet Easy’ by enhancing the way consumers engage with content online. Through ALOT, Internet users can discover best-of-the-web third party content and display that content through customizable toolbar, homepage and desktop products. ALOT has millions of live users across its product portfolio. Together these users conduct high-volumes of type-in search queries, which are monetized through third-party search and content agreements.
VTRO-G
Forward-looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate”, “plan,” “will,” “intend,” “believe” or “expect’“ or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including (1) our ability to successfully execute upon our corporate strategies, (2) our ability to distribute and monetize our international products at rates sufficient to meet our expectations, (3) our ability to develop and successfully market new products and services, and (4) the potential acceptance of new products in the market. Additional key risks are described in Vertro’s reports filed with the U.S. Securities and Exchange Commission, including the Form 10-Q for Q1 2009.
(1) Source: Internal statistics. Live users are defined as the total number of unique ALOT toolbar users over a 15 day period.
SOURCE: Vertro, Inc.
Vertro, Inc.
Alex Vlasto, 646-253-0627
VP, Marketing & Communications
Alex.vlasto@vertro.com
Copyright Business Wire 2009