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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): April 12,
2019
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WIDEPOINT CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33035
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52-2040275
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(I.R.S.
EmployerIdentification No.)
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11250 Waples Mill Rd., South Tower, Suite 210, Fairfax,
Virginia
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22030
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(Address
of Principal Executive Office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (703) 349-2577
______________________________________________________________________________
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter). Emerging growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02(b) and (c) Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
April 12, 2019, WidePoint Corporation (the “Company”)
accepted the resignation of Kito Mussa as the Company’s Chief
Financial Officer and Executive Vice President to pursue other
opportunities effective May 15, 2019. Mr. Mussa’s resignation
was not a result of any disagreement with the Company. The Company
intends to conduct a search for a new Chief Financial
Officer.
In the
interim, effective May 15, 2019, the Company appointed Ian
Sparling, age 53, to the position of interim Chief Financial
Officer. Mr. Sparling has served as the President and CEO of the
Company’s subsidiary, Soft-ex Communications Ltd
(“SCL”), since 2006. Prior to his role as CEO of SCL,
Mr. Sparling held the positions of Chief Commercial Officer and CFO
at SCL. He was also Group Financial Controller at a large public
quoted (LSE) European Industrial Holding Company and worked in
assurance for a number of years with PricewaterhouseCoopers. In
addition, Mr. Sparling has acted as a Board Advisor to a number of
internationally traded Irish companies. Mr. Sparling is a Fellow of
the Institute of Chartered Accountants, holds a Bachelor of
Commerce degree from University College Dublin and a post graduate
in Professional Finance from the Smurfit Business School. He also
holds a Diploma in International Selling from Dublin Institute of
Technology and is currently studying for a Diploma in Corporate
Governance with the Institute of Directors (UK).
The
Company is party to an employment agreement with Mr. Sparling to
serve as the Chief Executive Officer of SCL. The employment
agreement provides for an annual base salary of €200,000. In
addition, Mr. Sparling shall be eligible to receive bonus
compensation of up to 100% of his annual salary. Mr. Sparling will
also receive an annual automobile allowance in the amount
€16,500 and SCL will contribute up to €15,000 to
SCL’s pension scheme. The employment period will continue
unless terminated earlier by (i) Mr. Sparling upon not less than 3
months’ advance written notice or SCL upon not less than 9
months’ advance written notice, (ii) SCL or Mr. Sparling with
Good Reason (as defined therein), immediately, provided that the
remuneration to which Mr. Sparling is entitled under the Employment
Agreement shall continue for a period of 9 months following such
termination (which shall be increased to 12 months if within a
specified period of a change in control), or (iii) by SCL upon the
occurrence of certain events or actions by Mr. Sparling, including
Mr. Sparling being declared bankrupt or being found guilty of
fraud, serious misconduct or willful neglect to carry out his
duties under the employment agreement. A copy of the employment
agreement is filed herewith as Exhibit 10.1 and the foregoing
description is qualified by reference to the full text thereof.
There is no family relationship between Mr. Sparling and any
director, executive officer or person nominated or chosen by the
registrant to become a director or executive officer of the
registrant.
Item 9.01(d) Financial Statements and Exhibits
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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WIDEPOINT
CORPORATION
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Date: April 12,
2019
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By:
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/s/ Jin Kang
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Jin
Kang
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Chief
Executive Officer
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