UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 20,
2009
LiveDeal,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-24217
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85-0206668
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2490
East Sunset Road, Suite 100, Las Vegas, Nevada
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89120
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(Address
of Principal Executive Offices)
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(Zip
code)
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(702)
654-9646
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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. below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 20, 2009, LiveDeal, Inc. (the “Company”) announced certain management
changes that have occurred in the Company over the past several months,
including the appointment of a new Chief Financial Officer and the departure of
the Company’s President and Chief Operating Officer. Those events and
certain other recent additions to the Company’s management are described
below.
Departure
of Gary Perschbacher as Chief Financial Officer
On
January 9, 2009, Gary Perschbacher’s employment with the Company as Chief
Financial Officer was terminated. In connection with Mr.
Perschbacher’s departure, he will receive a severance payment equal to three
months of his current salary.
Departure
of John Raven as President and Chief Operating Officer
On
January 14, 2009, John Raven resigned as President and Chief Operating Officer
of the Company, effective as of February 15, 2009. In connection with Mr.
Raven’s departure, he will receive a severance payment equal to three months of
his current salary.
Appointment
of Rajeev Seshadri as Chief Financial Officer
Also
effective January 9, 2009, Rajeev Seshadri was appointed as the Company’s new
Chief Financial Officer.
From 2002
until 2008, Mr. Seshadri, 57, was CFO of UFC, Inc., a participant in the
perimeter security industry. Mr. Seshadri participated in leading
UFC, Inc. from a start-up company to generating more than $25 million in annual
sales through strategic acquisitions and organic growth. Previously,
Mr. Seshadri served twice as a principal of Chestnut Associates, a management
services company, from 2000-2002 and 1991-1996; as CFO of Cybercsi.com, an
Internet services company, from 1999-2000; and as CEO and CFO of Chinese Media
Group, a media and publishing company, from 1996-1999. Mr. Seshadri
has extensive experience in administration, operations, marketing, corporate
finance and mergers and acquisitions. He was nominated for the
Entrepreneur of the Year award in 1990 by Ernst & Young, Merrill Lynch and
INC. magazine. Mr. Seshadri holds an MBA degree, with distinction,
from the University of Michigan (Ann Arbor), and a B.Tech. degree in
Mechanical Engineering from IIT, Kanpur in India. He is also a member
of several professional organizations.
In
connection with Mr. Seshadri’s appointment as Chief Financial Officer, he and
the Company entered into an Employment Agreement (the “Employment
Agreement”). The Employment Agreement sets forth the terms and
conditions of Mr. Seshadri’s employment as (i) Assistant to the Company’s Chief
Executive Officer, which began on the effective date of the Employment
Agreement, and (ii) Chief Financial Officer. The Employment Agreement
provides for a four-year employment term.
Pursuant
to the Employment Agreement, Mr. Seshadri will be paid an annual salary of
$215,000 and will be eligible to receive a bonus of up to $60,000 per year if
the Company achieves certain performance targets established by the Company’s
Board of Directors and/or its Compensation Committee. Mr. Seshadri
also is entitled to be granted an option to purchase 100,000 shares of the
Company’s common stock under the Plan, which is subject to approval by the
Company’s shareholders of an amendment to the Plan. Twenty-five
percent of the option award will vest on November 17, 2009, and the remainder
will vest in equal increments over the subsequent 36 months. Either
24 or 12 months of the award would immediately vest upon death, disability or a
change of control of the Company (depending on whether or not Mr. Seshadri was
retained in his position following the change of control). If the
Company terminates Mr. Seshadri’s employment prior to the end of his term of
employment without cause (as defined in the Employment Agreement), Mr. Seshadri
will be entitled to receive a severance payment equal to three months of his
then-current salary. The Employment Agreement also provides that the
Company will reimburse Mr. Seshadri for reasonable business expenses and allows
him to participate in its regular benefit programs.
Other
Management Additions
The
Company also announced the following recent additions to its management
team:
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Yishay Yovel, Vice President
of Product Management, who joined the Company in October
2008;
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Pamela
Sziebert, Vice President of Marketing, who joined the Company in November
2008;
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Dean
Heistad, Vice President of Technology Strategy, who joined the Company on
January 5, 2009; and
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Ruben
Atchison, Director of Search Engine Marketing, who joined the Company in
December 2008.
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On
January 20, 2009, the Company issued a press release to announce the management
transition and additions described above. A copy of that press release is
included as Exhibit 99.1 to this Current Report on form 8-K.
Item
9.01.
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Financial
Statements and Exhibits.
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99.1
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Press
Release issued by LiveDeal, Inc. on January 20, 2009, entitled “LiveDeal
Announces Management Transition and Additions”
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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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LIVEDEAL,
INC.
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Date:
January 20, 2009
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/s/
Michael Edelhart
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Michael
Edelhart
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Chief
Executive Officer
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EXHIBIT
INDEX
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Press
Release issued by LiveDeal, Inc. on January 20, 2009, entitled “LiveDeal
Announces Management Transition and Additions”
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