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): August 18, 2014

 

RIGHTSCORP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-55097		33-1219445
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

3100 Donald Douglas Loop North

Santa Monica, CA 90405

(Address of principal executive offices) (zip code)

 

310-751-7510

(Registrant’s telephone number, including area code)

 

Copies to:

Gregory Sichenzia, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: [phone]

Fax: [phone]

 

(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 (see General Instruction A.2. below):

 

[  ]  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))

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 18, 2014, Christopher Sabec resigned as President and Robert Steele was elected President of Rightscorp, Inc. (the “Company”). Mr. Sabec will remain as the Company’s Chief Executive Officer and director.

 

Mr. Steele has served as the Company’s Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and director since October 2013 and previously served in such positions for the Company’s operating subsidiary Rightscorp, Inc., which he is co-founder of. Mr. Steele has more than twenty years experience as a technology entrepreneur. He designed and managed the development of our technology. He has seven years experience as the CEO of two technology companies in the mobile and digital imaging space. From March 2007 to December 2010, Mr. Steele was President and CEO of Steele Consulting where he provided consulting services to various public and private companies in the media, entertainment, business process outsourcing and green technology space.

 

From January 2003 to March 2007, Mr. Steele was the Chief Executive Officer, President, and Chairman of the Board of Directors of Quintek Technologies, Inc. a publicly traded company providing Business Process Outsourcing services to Fortune 500 companies. While at Quintek, Mr. Steele grew the company’s revenues by more than 600% and supervised a two-year contract with GMAC to process 35 million pages of loan documents. Prior to joining Quintek, in 1999, Mr. Steele founded iBrite, a mobile information software company in Reston, Virginia, and from May 1999 through June 2001 served as its Chief Executive Officer. The company established contractual partnerships with AOL and Global Knowledge to provide technology for delivering sophisticated content to mobile devices. From 1988 through 1998, Mr. Steele served as Corporate Vice President & Chief Technology Officer for CADD Microsystems, Inc. (CMI), currently the leading provider of Autodesk Computer Aided Design software, consulting, training, and integration services in the Washington, DC metropolitan area. During his time at CMI, Mr. Steele sold and supervised significant systems integration contracts with clients such as Lucent Technologies, Long Airdox Mining (Division of the Fortune 500 Berkshire Hathaway), ABB, GSA (General Services Administration), FAA (Federal Aviation Administration), FBI, and NRO (National Reconnaissance Office). Mr. Steele received a Bachelor of Science in Electronic and Computer Engineering from George Mason University in 1988.

 

On August 18, 2014, Brett Johnson was elected Chairman of the Company’s Board of Directors. Brett Johnson has served as a director of the Company since October 2013 and previously served as a director of the Company’s operating subsidiary Rightscorp, Inc. Since 2005, Mr. Johnson has been the CEO of Benevolent Capital Partners and Advisors, a private equity and consulting company with investments in real estate, manufacturing and consumer brands, including Octagon Partners, Enzymatics, TerraCycle, and ClearPlex.

 

From 2010 to August 2012, Mr. Johnson was the CEO and President of Forward Industries (NASDAQ: FORD). Forward Industries designs, sources, markets and distributes accessories for the handheld consumer electronic product industry, including smartphones, tablets, notebook computers and medical monitoring and diagnostic equipment.

 

From 2001 to 2004, Mr. Johnson was the president of Targus, the leading global provider of mobile computing solutions with sales of $545 million. From 1998 to 2009, Mr. Johnson served as an executive director on Targus Group International’s (Targus) board of directors. With offices in 36 geographies and sales in 145 countries, Targus designs and markets a broad range of notebook carrying cases and accessories for mobile computing consumers. Prior to his promotion to president of Targus, Mr. Johnson served as managing director of Targus EMEA (Europe, Middle East and Africa) and AsiaPacific from 1997 to 2001 and resided in London, UK.

 

Mr. Johnson is a member of the Board of Directors of Blyth Inc. (NYSE: BTH). Blyth is a $1 billion direct to consumer sales company and leading designer and marketer of accessories for the home and health & wellness products. Mr. Johnson is a member of the Young Presidents Organization (YPO) and earned a bachelor’s degree from Brown University and an Executive Masters of Business Administration (EMBA) from Pepperdine University. Mr. Johnson is a member of the Board of Trustees for Choate Rosemary Hall and is a Senior Fellow in Entrepreneurship and a member of the Board of Visitors for the Graziadio School of Business at Pepperdine University. Mr. Johnson resides in Venice, California, with his wife, Adrienne, and their daughter, Amelie. Mr. Johnson’s business executive experience qualifies him to serve on the Company’s board of directors.

 

Item 8.01 Other Events.

 

On August 21, 2014, the Company issued a press release regarding Mr. Steele’s election as President and Mr. Johnson’s election as Chairman. A copy of the press release is attached hereto as Exhibit 99.1

 

Item 9.01 - Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release

 

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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.

 

	RIGHTSCORP, INC.
Dated: August 22, 2014	By:	/s/ Christopher Sabec
	Name:	Christopher Sabec
	Title:	Chief Executive Officer

 

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Exhibit 99.1

 

Rightscorp Broadens Board Governance and Management Structure

 

-Names Brett M. Johnson as Chairman of the Board

-Appoints Chief Operating Officer Robert Steele as President

 

Santa Monica, Calif. – August 21, 2014 – Rightscorp (OTCQB: RIHT), the leading provider of monetization services for artists and holders of copyrighted Intellectual Property (IP), is pleased to announce changes to its Board and management structure, effective immediately. Rightscorp has named its independent Board Member Brett M. Johnson as Chairman. In addition, the Company appointed its current Chief Operating Officer, Robert Steele, as President.

 

Christopher Sabec, CEO of Rightscorp, commented, “We are broadening our Board and appointing our independent Director as Chairman. This will allow the Board to better serve the shareholders as Brett will be able to hold management accountable from an unbiased standpoint.”

 

Mr. Sabec continued, “As Co-Founder of Rightscorp, Robert has developed a great majority of the Company’s patent pending technology and been instrumental in the rollout and success of our business. Holding the executive position as President will allow him to better represent the Company with Internet Service Providers (ISPs), our clients, and our shareholders.”

 

Brett joins as the Chairman of the Board with extensive public, private and non-profit Board Member experience, and has demonstrated experience and success managing all operational disciplines. He has an exceptional track record growing companies globally through sales, marketing, team building, product introductions, customer development and international expansion. In 2005, he founded Benevolent Capital Partners, a $50 million private equity and consulting company providing capital and operational expertise with investments in real estate, manufacturing and consumer brands, including Yak Pak, TerraCycle and Octagon Partners.

 

From 2010 to August 2012, Brett was the CEO and President of Forward Industries (NASDAQ: FORD). Forward Industries designs, sources, markets and distributes accessories for the handheld consumer electronics industry, including smartphones, tablets, notebook computers and medical monitoring and diagnostic equipment. Prior to that, Brett served as Executive Director of the Board and Managing Director before being appointed as President of Targus, the leading global provider of mobile computing solutions with sales of $545 million. Brett has a bachelor’s degree from Brown University and an Executive Masters of Business Administration (EMBA) from Pepperdine University. Brett is a graduate of the Harvard Business School’s President’s Program in Leadership and a member of the Young President’s Organization (YPO).

 

 

About Rightscorp, Inc.

 

Rightscorp (OTCQB: RIHT) is a leading provider of monetization services for artists and holders of copyrighted Intellectual Property (IP). The Company’s patent pending digital loss prevention technology focuses on the infringement of digital content such as music, movies, software, books and games and ensures that owners and creators are rightfully paid for their IP. Rightscorp implements existing laws to solve copyright infringements by collecting payments from illegal file sharing activities via notifications sent through Internet Service Providers (ISPs). The Company’s technology identifies copyright infringers, who are offered a reasonable settlement option when compared to the legal liability defined in the Digital Millennium Copyrights Act (DMCA). Based on the fact that 22% of all Internet traffic is used to distribute copyrighted content without permission or compensation to the creators, Rightscorp is pursuing an estimated $2.3 billion opportunity and has monetized major media titles through relationships with industry leaders. http://www.rightscorp.com/

 

Safe Harbor Statement

 

This press release may include forward-looking statements. All statements other than statements of historical fact included in this press release, including, without limitation, statements regarding the Company’s anticipated financial position, business strategy and plans and objectives of management of the Company for future operations, are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors not limited to, general economic and business conditions, competitive factors, changes in business strategy or development plans, the ability to attract and retain qualified personnel, and changes in legal and regulatory requirements. Such forward-looking statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph.

 

For further investor and media information contact:

 

Andrew Haag

Managing Partner

IRTH Communications

[e-mail]

1-866-976-4784