Current Report Filing (8-k)

 

 

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):  September 3, 2014

 

DIGITALGLOBE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-34299		31-1420852
(Commission File Number)		(IRS Employer Identification No.)
1601 Dry Creek Drive, Suite 260 Longmont, Colorado		80503
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 3, 2014, the Board of Directors of DigitalGlobe, Inc. (the “Company”) appointed Fred Graffam to serve as the Company’s Interim Chief Financial Officer, effective immediately, while the Company continues to conduct a search for a permanent Chief Financial Officer. As previously disclosed, Yancey Spruill, Executive Vice President and Chief Financial Officer of the Company, entered into a separation agreement with the Company on April 29, 2014 (the “Separation Agreement”), pursuant to which Mr. Spruill’s employment with the Company was to terminate on October 1, 2014, subject to earlier termination pursuant to the Separation Agreement. In connection with Mr. Graffam’s appointment as Interim Chief Financial Officer, Mr. Spruill’s employment with the Company will end on September 3, 2014.

 

Mr. Graffam, 48, has served as the Company’s Vice President of Financial Planning & Analysis since July 2013.  Prior to joining the Company, Mr. Graffam served as Senior Vice President of Finance — North America and Asia Pacific for Level 3 Communications, Inc. from April 2012 to July 2013, where he led all financial operations for the North America region with a particular focus on supporting growth and value creation for the business. Before serving at Level 3 Communications, Inc., Mr. Graffam served in various operating and finance capacities with Comcast Corporation from January 1994 to January 2011. He began his career in public accounting with Deloitte.

 

In connection with his appointment as Interim Chief Financial Officer, Mr. Graffam will be awarded a special service bonus in the amount of $150,000, less all applicable withholdings and deductions, to be paid to Mr. Graffam on the earliest of a successful appointment of a permanent Chief Financial Officer or July 1, 2015. Mr. Graffam will also be granted a one-time award of restricted stock units in the amount of $250,000 at the time of the Board of Directors’ next regularly scheduled meeting. If awarded, the restricted stock units will vest in equal installments on each anniversary of the award date over a four year period.

 

Mr. Graffam will also enter into a standard indemnification agreement with the Company in the form previously approved by the Board of Directors, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on October 3, 2013 and is incorporated by reference herein.

 

There are no arrangements or understandings between Mr. Graffam and any other person pursuant to which Mr. Graffam was appointed as Interim Chief Financial Officer. There are no family relationships between Mr. Graffam and any of the Company’s directors and executive officers, and Mr. Graffam is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01                                           Regulation FD Disclosure.

 

On September 3, 2014, the Company issued a press release announcing the appointment of Mr. Graffam as Interim Chief Financial Officer. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit
Number		Description
Exhibit 99.1		Press Release, dated September 3, 2014

 

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SIGNATURE

 

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.

 

 

	DIGITALGLOBE, INC.
	By:	/s/ Daniel L. Jablonsky
Date:September 3, 2014		Daniel L. Jablonsky
		Senior Vice President, General Counsel and Corporate Secretary

 

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Exhibit 99.1

 

 

PRESS RELEASE

 

DigitalGlobe Names Interim Chief Financial Officer

 

LONGMONT, CO—(Sept. 3, 2014) - DigitalGlobe (NYSE: DGI), a leading provider of commercial high-resolution earth observation and advanced geospatial solutions, today announced that Fred Graffam will become Interim Chief Financial Officer for the company, effective Sept. 3, 2014.  He assumes responsibility for financial operations as the company continues its search for a successor to departing CFO, Yancey L. Spruill. Spruill’s departure was announced previously on May 1, 2014.

 

Graffam has served as the company’s Vice President of Financial Planning & Analysis since July 2013.  Prior to joining DigitalGlobe, Graffam served as Senior VP of Finance — North America and Asia Pacific for Level 3 Communications from 2012 to July 2013.  In this role, Graffam led all financial operations for Level 3’s North America region with a particular focus on supporting growth and value creation for the business.  Before serving at Level 3, Graffam spent 17 years with Comcast Corporation, serving as Senior VP of Comcast’s Beltway Region from 2008 to 2011 and as Senior VP-Finance, West Division from 2002 to 2008. He began his career in public accounting with Deloitte.

 

“We are pleased to be able to appoint Fred Graffam as Interim CFO.  He has broad experience leading various finance roles for larger companies, and has proven his leadership at DigitalGlobe over the last year,” said Jeffrey R. Tarr, CEO.  “Fred’s experience, coupled with the deep bench we have built within the finance organization, will ensure continuity in the management of our finance function while we complete our external search for a CFO.”

 

 

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The transition of CFO responsibilities from Spruill to Graffam will be effective immediately, as Spruill departs to begin a new job outside DigitalGlobe.

 

“Yancey made significant contributions to DigitalGlobe’s success over the last decade,” said Tarr. “We wish him well in his new venture.”

 

About DigitalGlobe

 

DigitalGlobe is a leading provider of commercial high-resolution earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world’s leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers’ most demanding mission requirements. Each day customers in defense and intelligence, public safety, civil agencies, map making and analysis, environmental monitoring, oil and gas exploration, infrastructure management, navigation technology, and providers of location-based services depend on DigitalGlobe data, information, technology and expertise to gain actionable insight.

 

DigitalGlobe is a registered trademark of DigitalGlobe.

 

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Media Contact

Abby Van Uum

Edelman for DigitalGlobe

Phone: [phone]

Email: [e-mail]

 

Nancy Coleman

Senior Director of Communication

Phone: [phone]

Email: [e-mail]

 

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Investor Relations Contact
David Banks
Vice President of Investor Relations
Phone: [phone]
Email: [e-mail]

 

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