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):
December 20, 2010
ZIX CORPORATION
(Exact name of registrant as specified in its charter)
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| Texas
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0-17995
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75-2216818 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
2711 North Haskell Avenue
Suite 2200, LB 36
Dallas, Texas 75204-2960
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 370-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreement.
On December 20, 2010, the Board of Directors of Zix Corporation (the “Company”) unanimously
authorized the Company to enter into indemnification agreements with each of its current and future
directors. Accordingly, the Company is entering into indemnification
agreements effective as of December 20, 2010 with each
of David P. Cook, Robert C. Hausmann, James S. Marston, Maribess L. Miller, Antonio R. Sanchez III
and Richard D. Spurr. These indemnification agreements conform to the form of indemnification
agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. The principal terms of the
indemnification agreement are described below.
The indemnification agreement requires the Company to indemnify the indemnitee to the fullest
extent permitted by applicable law against expenses (including attorneys’ fees), judgments, fines,
penalties and amounts paid in settlement of any action, suit or proceeding brought against the
indemnitee by reason of the fact that the indemnitee is or was serving as a member of the Company’s
Board of Directors or any committee thereof. The indemnification agreement also provides that the
Company must advance expenses incurred by the indemnitee in defending any such action, suit or
proceeding, subject to reimbursement by the indemnitee should it be subsequently determined that
indemnification is not available under applicable law. Under the indemnification agreement, the
Company’s Board of Directors is required to select a disinterested person or body, which may
consist of one or members of the Board, who will have the authority to determine the indemnitee’s
right to indemnification unless a change in control has occurred, in which case such determination
shall be made by independent legal counsel.
The description of the indemnification agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the form of indemnification agreement
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
10.1
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Form of Indemnification Agreement. |