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): December 5, 2014
RPX Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-35146 | 26-2990113 | ||
(State or other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
One Market Plaza | |
Suite 800 | |
San Francisco, CA 94105 | |
(Address of principal executive offices, including zip code) | |
(866) 779-7641 | |
(Registrant’s telephone number, including area code) | |
(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):
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.
Departure and Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 5, 2014, Ned Segal resigned as the Chief Financial Officer and Senior Vice President of RPX Corporation (the “Company”), effective no later than January 15, 2015. The Board of Directors of the Company has selected Robert Heath, 54, to succeed Mr. Segal as the Chief Financial Officer and Senior Vice President upon the effectiveness of his resignation. On December 8, 2014, the Company issued a press release announcing the decision, the full text of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
There are no arrangements or understandings between Mr. Heath and any other persons pursuant to which Mr. Heath was selected as the Chief Financial Officer and Senior Vice President of the Company. There are no family relationships between Mr. Heath and any director or executive officer of the Company, and Mr. Heath has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed.
Mr. Heath has served as the Company’s Vice President, Corporate Development since March 2011, and as its Senior Vice President, Corporate Development since February 2013. Prior to joining RPX, Mr. Heath served as Head of Strategy and Acquisitions for Technicolor, a leading supplier of technology and services to media companies, and as Chief Operating Officer and Chief Financial Officer at iBahn, an Internet service provider to the hospitality industry. Earlier in his career, Mr. Heath worked as an investment banker, focusing on technology and growth companies at Kidder Peabody, SG Warburg and Robertson Stephens. Mr. Heath received his MBA from the University of Chicago Booth School of Business and his AB from Harvard College.
On March 15, 2011, the Company entered into an employment offer letter with Mr. Heath (the “Offer Letter”). The Offer Letter has no specified term, and Mr. Heath’s employment with the Company is on an at-will basis.
Base Salary and Bonuses. Mr. Heath’s initial base salary as Chief Financial Office and Senior Vice President will be $350,000 per year, and he will be eligible to receive a discretionary annual bonus of up to 65% of his base salary.
Other Benefits. Mr. Heath will be eligible to continue to participate in the benefit programs generally available to employees of the Company, and will be entitled to paid time off in accordance with the Company’s PTO policy.
Indemnification. The Company intends to enter into its standard form of indemnification agreement with Mr. Heath, which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on January 21, 2011 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by RPX Corporation dated December 8, 2014 | |
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.
RPX Corporation | ||
By: | /s/ MARTIN E. ROBERTS | |
Martin E. Roberts | ||
General Counsel | ||
Dated: December 8, 2014
RPX NAMES ROBERT HEATH CHIEF FINANCIAL OFFICER;
COMPANY REAFFIRMS FOURTH QUARTER, FULL YEAR 2014 GUIDANCE
SAN FRANCISCO - December 8, 2014 - RPX Corporation (NASDAQ: RPXC), the leading provider of patent risk management solutions, announced today that Robert Heath, currently the Company’s Senior Vice President, Corporate Development, will assume the role of Chief Financial Officer. Ned Segal, the Company’s current Chief Financial Officer, has resigned effective mid-January.
“Ned has helped lead the Company through a period of solid progress, and we appreciate his contribution and wish him the best,” said John A. Amster, Chief Executive Officer and Co-founder of RPX. “Bob Heath’s deep knowledge of the patent industry, leadership role in our syndicated transaction business, and significant financial experience, including as a chief financial officer, should result in a smooth transition.”
“Over the past four years, I am proud to have served as RPX’s advisor and underwriter and as its CFO. In the next role I have accepted, I look forward to being an RPX client,” said Ned Segal.
Since Heath joined RPX in 2011, he has played a leadership role in the Company’s development and in many of its most significant patent transactions, including the successful Kodak transaction.
“I am very pleased to have the opportunity to work more closely with Bob in his new role as CFO. Bob brings a unique combination of skills in patents, finance, and strategic planning to the role,” said Steven L. Fingerhood, Chairman of the RPX Audit Committee.
Prior to joining RPX, Heath served as Head of Strategy and Acquisitions for Technicolor, a leading supplier of technology and services to media companies, and as Chief Operating Officer and Chief Financial Officer at iBahn, an Internet service provider to the hospitality industry. Earlier in his career, Heath worked as an investment banker, focusing on technology and growth companies at Kidder Peabody, SG Warburg and Robertson Stephens. Heath holds an MBA from the University of Chicago Booth School of Business and an AB from Harvard College.
Business Outlook
Separately the Company reiterated the fourth quarter and full year guidance it provided on October 28, 2014:
Subscription revenue[1] | $62.8 - $63.4 million | |
Fee-related revenue | $4.2 - $6.2 million | |
Total revenue | $67.0 - $69.6 million | |
Net income (non-GAAP) | $12.0 - $13.7 million | |
Effective tax rate (non-GAAP) | 37% | |
Pro forma weighted-average diluted shares outstanding | 55.3 million | |
The Company provided the following business outlook for the full year 2014:
Subscription revenue[1] | $250.6 - $251.2 million | |
Fee-related revenue | $8 - $10 million | |
Total revenue | $258.6 - $261.2 million | |
Cost of revenue (non-GAAP) | $124.5 - $125.5 million | |
SG&A (non-GAAP) | $52.0 - $52.8 million | |
Net income (non-GAAP) | $52.0 - $53.7 million | |
Effective tax rate (non-GAAP) | 37% | |
Pro forma weighted-average diluted shares outstanding | 55.0 million | |
Net acquisition spend | $135 million | |
The above outlook is forward-looking. Actual results may differ materially. Please refer to the information under the caption "Use of Non-GAAP Financial Information" below.
[1] Subscription revenue is comprised of revenue generated from membership subscription services and premiums earned from insurance policies.
Use of Non-GAAP Financial Information
This news release dated December 8, 2014 contains non-GAAP financial measures. Tables are provided in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014 that reconcile the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include non-GAAP cost of revenue, non-GAAP selling, general and administrative expenses, non-GAAP net income, and non-GAAP net income per share.
To supplement the Company's condensed consolidated financial statements presented on a GAAP basis, management believes that these non-GAAP measures provide useful information about the Company's core operating results and thus are appropriate to enhance the overall understanding of the Company's past financial performance and its prospects for the future. Management excludes from its non-GAAP operating results stock-based compensation expenses (inclusive of related employer payroll taxes), the amortization of acquired intangible assets (other than patents) and related tax effects. Management uses these non-GAAP measures to evaluate the Company's financial results, and believes these non-GAAP measures may prove useful to investors who wish to consider the impact of certain items when comparing the Company's financial performance with that of other companies. The adjustments to the Company's GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company's underlying operational results, trends and performance. The presentation of additional information should not be considered in isolation or as a substitute for or superior to financial results determined in accordance with GAAP.
Forward-Looking Statements
This news release and its attachments contain forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding the future financial performance of RPX, any statements regarding the Company's strategic and operational plans, and plans for change in the Company’s management personnel. The Company's actual results may differ materially from those predicted or implied in these forward-looking statements. Factors that may contribute to such differences include, among others, the Company's ability to maintain an adequate rate of growth, the success of the Company's insurance business and other new initiatives, the Company's ability to attract new clients and retain existing clients, and the Company’s ability to implement a transition in its management team. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "seek," "should," "target," "will," "would," and similar expressions or variations intended to identify forward-looking statements. More information about potential factors that could affect the Company's business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent annual report on Form 10-K and its quarterly reports on Form 10-Q on file and available at the SEC's website at www.sec.gov. The Company does not intend, and undertakes no duty, to update any forward-looking statements to reflect future events or circumstances.
About RPX Corporation
RPX Corporation (NASDAQ: RPXC) is the leading provider of patent risk solutions, offering defensive buying, acquisition syndication, patent intelligence, insurance services, and advisory services. Since its founding in 2008, RPX has introduced efficiency to the patent market by providing a rational alternative to litigation. The San Francisco-based company’s pioneering approach combines principal capital, deep patent expertise, and client contributions to generate enhanced patent buying power. By acquiring patents and patent rights, RPX helps to mitigate and manage patent risk for its growing client network.
# # #
Media Contact:
Allan Whitescarver
RPX Corporation
+1.415.852.3171
media@rpxcorp.com
Investor Relations Contact:
JoAnn Horne
Market Street Partners
+1.415.445.3233
ir@rpxcorp.com