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): July 11, 2016
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.
In connection with the Settlement Agreement between RPX Corporation (the “Company”) and The Mangrove Partners Master Fund, Ltd. and Mangrove Partners, effective May 25, 2016, a copy of which was filed with the Securities and Exchange Commission on May 26, 2016, the Board appointed Andrew D. Africk to serve as a director of the Company effective July 11, 2016. There are no family relationships between Mr. Africk and any director or executive officer of the Company, and Mr. Africk does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Africk will participate in the compensation program for non-employee directors as described in the Company’s 2016 annual proxy statement filed with the Securities and Exchange Commission on May 27, 2016. Under the terms of those arrangements, Mr. Africk will receive an initial restricted stock unit award with a target value of $175,000 upon his election to the Board, which vests in equal annual installments over three years, under the Company’s 2011 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release issued by RPX Corporation dated July 14, 2016. | |
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: July 14, 2016
EXHIBIT 99.1
RPX ANNOUNCES ANDREW AFRICK TO JOIN BOARD OF DIRECTORS
SAN FRANCISCO – July 14, 2016 – RPX Corporation (NASDAQ: RPXC) (the “Company”), ), the leading provider of patent risk management and discovery management solutions, today announced that it has appointed Andrew D. Africk to its Board of Directors. With the addition of Mr. Africk, RPX’s Board of Directors will now include eight directors, seven of them independent.
About Andrew Africk
Mr. Africk, 50, has over 20 years of corporate management and director experience. Africk founded Searay Capital LLC, a private investment company, in 2013. He previously spent 21 years at Apollo Global Management LLC, an alternative asset management firm, including as a senior partner responsible for Apollo’s investments in technology and communications such as Apollo’s purchases of Intelsat Ltd. (a global provider of commercial satellite services) and Hughes Communications, Inc. (a leading provider of satellite technology). Africk is currently a director of SunCoke Energy, Inc. (NYSE: SXC). Africk has a Juris Doctor degree, magna cum laude, from the University of Pennsylvania Law School, and holds an MBA from the Wharton School of Business at the University of Pennsylvania. In addition, Africk holds a B.A. in Economics, summa cum laude, from the University of California at Los Angeles.
About RPX
RPX Corporation is the leading provider of patent risk management and discovery management solutions. 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.
As of March 31, 2016, RPX had invested over $2 billion to acquire more than 15,000 US and international patent assets and rights on behalf of more than 250 clients in eight key sectors: automotive, consumer electronics and PCs, E-commerce and software, financial services, media content and distribution, mobile communications and devices, networking, and semiconductors.
RPX subsidiary Inventus is a leading international discovery management provider focused on reducing the costs and risks associated with the discovery process through the effective use of technology solutions. Inventus has been providing litigation support services to corporate legal departments, law firms and government agencies since 1991.
Contacts:
Investor Relations | Media Relations |
JoAnn Horne | Jen Costa |
Market Street Partners | RPX Corporation |
(415) 445-3233 | (415) 852-3180 |
ir@rpxcorp.com | media@rpxcorp.com |