Form 8-K for ANDALAY SOLAR, INC.
17-Nov-2015
Change in Directors or Principal Officers, Financial Statements and Exhibits
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2015, Edward Bernstein, former director of Andalay Solar, Inc. (the "Company"), was appointed to serve as the Chief Executive Officer, President and interim Chief Financial Officer, effective November 21, 2015, upon the resignation of Steven Chan as Chief Executive Officer, President, interim Chief Financial Officer and director, effective on November 20, 2015.
In connection with his appointment as Chief Executive Officer, President and interim Chief Financial Officer, Mr. Bernstein is expected to receive an annual base salary of $250,000 and is eligible for discretionary performance bonus payments as well as stock compensation related incentives. We also intend to provide Mr. Bernstein with a "Sale of the Company Bonus" where he will be entitled to receive an agreed upon percentage of any sale proceeds should our Company or substantially all of its assets be sold. In connection with his appointment as Chief Executive Officer, President and interim Chief Financial Officer, Mr. Bernstein and the Company intend to execute an employment agreement similar to the form that was executed with Mr. Chan, which upon execution, the Company will file as a Current Report on Form 8-K.
Mr. Bernstein was not selected as Chief Executive Officer, President, interim Chief Financial Officer and director pursuant to any arrangement or understanding with any other person, and does not have any reportable transactions under Item 404(a) of Regulation S-K other than as disclosed herein regarding his compensation arrangements. Mr. Bernstein, age 64, was a director of the Company from 2010 until June 2015. Most recently, he had served as director and Chief Executive Officer of ACDGO Software, Ltd., a private image technology company from December 2014 to November 2015. From 2008 to 2011, he was Chief Executive Officer and director of Propell Technologies Group, Inc. and is also co-founder of Creekside LLC, a private technology consulting company. From April 2002 to October 2006, Mr. Bernstein served as Chief Executive Officer and co-founder of PhotoTLC, Inc. Mr. Bernstein also co-founded Palladium Interactive, Inc., and was an officer of Broderbund Software, Inc., and The Software Toolworks, Inc.
On November 17, 2015, the Company issued a press release regarding the appointment of Mr. Bernstein as Chief Executive Officer, President, interim Chief Financial Officer and director. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Andalay Solar, Inc., dated November 17, 2015
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