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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
July 19, 2010
Date of report (Date of earliest event reported)
SPS COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-34702
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41-2015127 |
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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333 South Seventh Street, Suite 1000 |
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Minneapolis, MN
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55402 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(612) 435-9400
(Registrants 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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Philip E. Soran was elected to join the board of directors of SPS Commerce, Inc.
(the Company) effective as of July 19, 2010, filling the seat previously held by Murray R. Wilson who resigned effective as of July 19, 2010. Mr. Soran has served as Chairman, President and
Chief Executive Officer of Compellent Technologies, Inc. since co-founding Compellent in March
2002. From July 1995 to August 2001, Mr. Soran served as President and Chief Executive Officer of
Xiotech Corporation, a storage area networking company, which Mr. Soran co-founded in July 1995.
Xiotech was acquired by Seagate Technology in January 2000. From October 1992 to April 1995, Mr.
Soran served as Executive Vice President of Prodea Software Corporation, a data warehousing
software company.
Mr. Soran will serve as a Class I director with a term that will expire at the Companys 2011
annual meeting of stockholders. For his service on the board, Mr. Soran will be compensated in
accordance with the Companys non-employee director compensation policy, which provides that he
will receive an initial stock option grant to purchase 16,020 shares of our common stock upon
appointment to the board. This initial grant will vest in equal monthly installments over three
years for so long as Mr. Soran remains a member of the board. The Companys non-employee director
compensation policy also provides that Mr. Soran will receive an annual stock option grant to
purchase up to 5,340 shares of the Companys common stock on the date of each annual meeting of
stockholders at which he is elected to the board or continues to serve as a director. These awards
will vest in full on the earlier of one year after the date of grant or the date of the next years
annual meeting of stockholders, provided he remains a member of the board as of the vesting date. Mr. Soran will receive an annual retainer of $20,000 for his service on the board.
Mr. Soran initially will not be a member of any committee of the board. Mr. Soran has not
been a participant in, or is to be a participant in, any related-person transaction or proposed
related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934.
A copy of the press release announcing Mr. Sorans appointment to the board is furnished, but not filed, as
Exhibit 99 hereto.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
99 Press Release dated July 19, 2010
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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.
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SPS COMMERCE, INC.
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Date: July 19, 2010 |
By: |
/s/ Kimberly K. Nelson
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Kimberly K. Nelson |
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Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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No. |
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Description |
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Manner of Filing |
99
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Press Release dated July 19, 2010
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Filed Electronically |
exv99
Exhibit 99
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Contact: |
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Kay Rindels
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Kim Baker |
SPS Commerce
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PAN Communications |
866-245-8100
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978-474-1900 |
krindels@spscommerce.com
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spscommerce@pancomm.com |
SPS Commerce Appoints New Board Member Philip Soran
Compellent Co-Founder and CEO Brings Decades of Proven Industry Expertise and Leadership
to SPS Board of Directors
Minneapolis, Minn., July 19, 2010 SPS Commerce (NASDAQ: SPSC), a leading provider of
on-demand supply chain management solutions, today announced that it has appointed Philip Soran to
its board of directors.
Mr. Soran serves as chairman, president and CEO of Compellent (NYSE: CML), having co-founded the
corporation in 2002. Compellent is a leading provider of enterprise-class network storage solutions
that successfully completed its IPO in October 2007. Mr. Soran also co-founded Xiotech Corporation,
and was its president and CEO from July 1995 to August 2001. Prior to Xiotech, he was executive
vice president of Prodea Software and held a variety of management, sales, marketing and technical
positions at IBM. Mr. Soran replaces Murray R. Wilson on SPS board of directors.
We are pleased to welcome Philip Soran to our board of directors, said Archie Black, President
and CEO of SPS Commerce. His experience and track record of successfully leading high-growth
technology organizations make him a great addition to our board. We look forward to working with
him. I would also like to thank Murray Wilson for his dedication and contribution to SPS Commerce
as a director.
About SPS Commerce
SPS Commerce is a leading provider of on-demand supply chain management solutions, providing
integration, collaboration, connectivity, visibility and data analytics to thousands of customers
worldwide. We deliver our solutions over the Internet using a Software-as-a-Service model to
improve the way suppliers, retailers, distributors and other customers manage and fulfill orders.
Our SPSCommerce.net platform features pre-built integrations used by current and new customers
alike, spanning 2,700 order management models across 1,300 retailers, grocers and distributors, as
well as integrations to over 100 accounting, warehouse management, enterprise resource planning,
and packing and shipping applications. More than 35,000 customers across more than 40 countries
have used SPSCommerce.net, making it one of the largest trading partner integration centers. SPS
Commerce has 37 consecutive quarters of increased revenues and is headquartered in Minneapolis.
For additional information, please contact SPS Commerce at 866-245-8100 or visit
www.spscommerce.com.
SPS Commerce is a registered trademark of SPS Commerce, Inc. SPSCommerce.net and the SPS Commerce
logo are the property of SPS Commerce, Inc. All other names and trademarks are the property of
their respective holders.
Cautionary Note Regarding Forward-Looking Statements
Any statements in this release that are not historical or current facts are forward-looking
statements. All forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Certain of these risks and uncertainties
are described in the Risk Factors section of our Registration Statement on Form S-1 and other
required reports, as filed with the SEC, which are available at the SECs Website at
http://www.sec.gov.
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