Blueprint
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): February 7,
2019
_________________
WIDEPOINT CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33035
|
52-2040275
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
EmployerIdentification No.)
|
|
11250 Waples Mill Rd., South Tower, Suite 210, Fairfax,
Virginia
(Address
of Principal Executive Office)
|
22030
(Zip
Code)
|
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.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 7, 2019 and in accordance with the terms of the
appointment and standstill agreement, dated July 3, 2018, by and
between WidePoint Corporation (the “Company”) and
Nokomis Capital, L.L.C. (“Nokomis”), the Board of
Directors (the “Board”) of the Company appointed
Richard L. Todaro and Julia A. Bowen as Class III directors of the
Company, with Mr. Todaro as the appointee by Nokomis and Ms. Bowen
as the mutual appointee.
Mr. Todaro,
age 46, served as a member of the B. Riley board of directors from
2014 to 2018. While on the board of B. Riley he was the Chairman of
the Audit Committee, a member of the Corporate Governance Committee
and helped review a number of the mergers and acquisitions. Mr.
Todaro previously spent 20 years at Kennedy Capital Management. He
held several positions at Kennedy Capital Management, including
Analyst, Assistant Director of Research, Assistant Portfolio
Manager, Portfolio Manager, and Vice President and served as a
member of its board of directors. Mr. Todaro spent three years as
an advisory board member of the University of Missouri — St.
Louis Finance Department. Mr. Todaro served on the board of Telenav
from 2015 to 2016. While on the board of Telenav he served on the
Compensation committee, the Corporate Governance committee. He
served as an advisory board member for Gateway Greening from
2012-2016. Mr. Todaro also served in the Air National Guard as a
staff sergeant from 1992 to 1998. Mr. Todaro received a BSBA in
Finance from the University of Missouri — St. Louis and a
Master of Finance degree from Saint Louis University. Mr. Todaro is
a Chartered Financial Analyst and he has also passed the Uniform
Investment Advisor Law examination.
Ms.
Bowen, age 52, is the Senior Vice President, Strategic Engagements
and General Counsel and Secretary of The MITRE Corporation, where
she has worked in various positions since 2006. Ms. Bowen
previously served as the chief legal counsel and Corporate
Secretary of DHL Global Mail from 2003 to 2006. Ms. Bowen also
served as the General Counsel and Corporate Secretary of QuadraMed
Corporation from 2002 to 2003, and as the Vice President, General
Counsel and Corporate Secretary of TREEV, Inc. from 1996 to 2002.
Ms. Bowen also served as the Senior Counsel and Assistant Corporate
Secretary of Manugistics, Inc. from 1994 to 1996. Ms. Bowen began
her legal career with the law firm of Dyer, Ellis & Joseph P.C.
(now Blank Rome LLP) in Washington, D.C. from 1990 to 1994. Ms.
Bowen received a B.A. in English Literature and a J.D. from The
Catholic University of America. Ms. Bowen is a member of the
Maryland, Washington, D.C. and Virginia bar
associations.
There
are no family relationships between Mr. Todaro or Ms. Bowen and any
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer and there have
been no transactions involving them that would require disclosure
under Item 404(a) of Regulation S-K. In addition, the Board has
determined that Mr. Todaro and Ms. Bowen are each an
“independent” director under applicable SEC and NYSE
American LLC rules. The Board expects to appoint Mr. Todaro and Ms.
Bowen to one or more committees of the Board at a later date. As
non-employee directors, the compensation of Mr. Todaro and Ms.
Bowen will be the same as all of the other non-employee directors
of the Company.
Item
7.01
Regulation
FD Disclosure.
On
February 7, 2019, the Company issued a press release announcing the
appointment of the new directors. A copy of the press release is
furnished as Exhibit 99.1 hereto.
Item 9.01
(d) Financial Statements and Exhibits.
Exhibit
99.1 Press
Release
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.
|
|
WIDEPOINT
CORPORATION
|
|
|
|
|
|
|
|
Date: February 7,
2019
|
By:
|
/s/ Kito Mussa
|
|
|
|
|
Kito
Mussa |
|
|
|
|
Executive Vice
President and Chief Financial Officer
|
|