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): August 17, 2011
(August 16, 2011)
INX
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation) |
1-31949
Commission
file number |
76-0515249
(I.R.S.
Employer Identification No.) |
1955
Lakeway Drive
Lewisville,
Texas 75057
(Address
of Registrant’s principal executive offices)
(469)
549-3800
(Registrant’s
telephone number, including area code)
(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:
¨ 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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
August 16, 2011, William Casper, age 46, became the Vice President, Controller
and Chief Accounting Officer of INX Inc. (the “Company”). From 2005 to 2008, Mr.
Casper was Corporate Controller and Chief Accountant for Electronic Data
Systems, Inc. (NYSE:EDS) a global technology services company. From 2008 to
2009, he was Assistant Controller of BMC Software, Inc. (Nasdaq:BMC), a system
and service management software provider. From 2010 to 2011, Mr. Casper was the
Chief Accounting Officer for Sourcecorp, Inc, a privately held business process
outsourcing company. Earlier in his career, Mr. Casper served as Assurance
Senior Manager at Deloitte & Touche LLP. He is a licensed CPA and a graduate
of Brigham Young University.
In
connection with his appointment as the Company’s Vice President, Controller and
Chief Accounting Officer, Mr. Casper has entered into a written employment
agreement with the Company. The employment agreement provides Mr. Casper with a
monthly base salary of $16,667, or $200,000 annually. In addition to the base
salary, Mr. Casper is entitled to a quarterly and annual bonus, the amount and
terms of which shall be set from time to time in writing by the Company’s
Compensation Committee. The initial "target" bonus for "at plan" performance is
twenty five percent (25%) of annual salary and is based upon attainment of
objectives each calendar quarter. Additionally, Mr. Casper will be issued
fifteen thousand (15,000) shares of the Company’s restricted common stock, which
will vest one fifth ratably (1/5th
annually) over a period of five years commencing on July 25, 2011 or immediately
upon a “change of control” of the Company (as such term is defined in the
employment agreement). In addition, if the Company is a publicly traded company
on the first anniversary date of Mr. Casper’s employment, the Company will issue
an additional ten thousand (10,000) shares of unregistered, restricted common
stock of the Company. These shares will vest one fifth ratably (1/5th annually)
over a period of five years commencing on July 25, 2011. Such shares will also
immediately vest upon the occurrence of a “change in control” of the Company (as
such term is defined in the employment agreement). As an inducement to enter
into the employment agreement and the confidentiality agreement (discussed
below), Mr. Casper was granted a one-time sign-on bonus in the amount of
$10,000.
Mr.
Casper’s employment may be terminated by either party at any time, with or
without cause. If the Company terminates the employment agreement without cause,
Mr. Casper is entitled to severance compensation equal to three months of then
current base salary plus an additional one month of then current base salary for
each full year of employment with the Company prior to such termination, subject
to a maximum of twelve months’ severance. In addition, if for any reason the
Company ceases to be a publicly traded company within twelve months of the
effective date of employment, the above-described severance shall be increased
by an additional three months of salary. The employment agreement also contains
non-competition and non-solicitation provisions which apply during the term of
the agreement and for twelve months thereafter.
Mr.
Casper also signed a written confidentiality agreement, which requires strict
confidentiality with regards to the Company’s Confidential Information, as such
term is defined in the confidentiality agreement. The confidentiality agreement
additionally requires that all Inventions (as such term is defined in the
confidentiality agreement) of Mr. Casper while employed by the Company will be
the property of the Company. Additionally, Mr. Casper must return all
Confidential Information upon the termination of the employment agreement. The
confidentiality agreement also contains a non-interference provision, which
applies during the terms of the confidentiality agreement and for eighteen
months thereafter.
On August
16, 2011, the Company’s previous Controller and Chief Accounting Officer, Larry
Lawhorn, retired from his position and assumed a consulting role assisting Mr.
Casper in the transition of the accounting function from Houston to
Dallas.
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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INX
Inc. |
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Date: August
17, 2011 |
By:
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/s/ James
H. Long |
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James
H. Long |
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Executive
Chairman |
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