SECURITIES & EXCHANGE COMMISSION EDGAR FILING ISSUER DIRECT CORP Form: 8-K Date Filed: 2013-07-08 Corporate Issuer CIK: 843006 Symbol: ISDR SIC Code: 2750 Fiscal Year End: 12/31 Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
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): July 3, 2013 Issuer Direct Corporation (Exact name of registrant as specified in its charter) Delaware 1-10185 26-1331503 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 500 Perimeter Park Drive Suite D, Morrisville, North Carolina 27560 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (919) 481-4000 N/A (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: 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 July 3, 2013, Mr. Andre Boisvert was appointed as Chairman of the Board of Directors of Issuer Direct Corporation. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release Dated July 8, 2013 2
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. Issuer Direct Corporation Date: July 8, 2013 By: /s/ BRIAN R. BALBIRNIE Brian R. Balbirnie Chief Executive Officer 3
EXHIBIT INDEX Exhibit Number Description 99.1 Press Release Dated July 8, 2013 4
Exhibit 99.1 Issuer Direct Elects Andre M. Boisvert Chairman of the Board of Directors MORRISVILLE, NC-- 07/8/13)- Issuer Direct Corporation (ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced that Andre M. Boisvert, a current independent Director, has been elected Chairman of Issuer Direct s Board of Directors. Brian Balbirnie, CEO of Issuer Direct, commented, "On behalf of the board of directors and the Issuer Direct management team, I am honored to announce Andre has agreed to become Chairman. As an independent Director, Andre played a critical role with the company over the past year; appointing him Chairman further emphasises our commitment to having an independent board." Mr. Balbirnie will continue to serve as a Director as well as Chief Executive Officer of the company. Boisvert launched his career in the technology field when he joined IBM in 1976. During his 13-year tenure with IBM, he held senior management positions in sales, marketing and research & development. After leaving IBM, Boisvert held executive positions with some of the most respected software companies in the industry, including Cognos Corporation and Oracle Corporation, where he served as Senior Vice President of Worldwide Marketing and was a member of Oracle's management committee. In 2000, Boisvert joined Cary, NC-based SAS Institute, Inc., the world's largest privately-held software company (current revenue nearing $3 billion annually), as President and Chief Operating Officer, with the mission of bringing the company public. When plans for an IPO were abandoned in 2001, he followed one of SAS Institute Inc.'s investments by joining NASDAQ-listed Sagent Technologies, Inc. as Chairman and Chief Executive Officer. In April 2004, Mr. Boisvert successfully completed the sale of Sagent Technologies to NASDAQ-listed Group 1 Software, Inc. In March 2002, Boisvert joined the Board of Directors of NASDAQ-listed VA Software Inc., the creator and owner of SourceForge, the largest worldwide repository of open source projects. During his four-year term as a director of VA Software, Boisvert developed extensive knowledge of open source projects and their ability to solve real-world problems that had previously been addressed exclusively through expensive proprietary software solutions. This experience led Boisvert to co-found Pentaho Corporation, the world's most popular commercial open source business intelligence platform, in October 2004. Boisvert later became an investor, advisor, and/or director of several other leading commercial open source companies, including Revolution Analytics Inc., Zenoss Corporation, and Infobright Inc. In February 2007, Boisvert was appointed Chairman of UBmatrix Inc., where he worked closely with Charles Hoffman, the father of XBRL (extensible Business Reporting Language). In June 2010, UBmatrix Inc. was acquired by NASDAQ-listed Edgar Online Inc. In May 2012, Edgar Online announced it was to be acquired by RR Donnelly. Boisvert stated, "It is with great pleasure that I have accepted the opportunity to become Chairman to the Board of Issuer Direct. The disclosure management market is undergoing rapid growth, fueled by the SEC mandate that all U.S. SEC-reporting companies are now required to start filing their 10-Ks and 10-Qs in the XBRL reporting format. The outlook is very promising for Issuer Direct, virtually the only single sourced provider that combines legal, auditing, investor relations and other disclosure requirements related to being a public company, into one streamlined technology platform. I look forward to continuing to work with the Board and to support the company in fulfilling its clearly evident potential." 1
Boisvert is currently Chairman of Palamida Corporation, the leader in software composition analysis for intellectual property and security risk management. Boisvert also serves as Vice Chairman of River Logic, Inc., a leader in advance and predictive analytics, and as a Director of Clario Analytics, Inc., a cloud-based marketing analytics solutions company, and Transera Communications Inc., a cloud-based adaptive customer engagement solutions company. Boisvert additionally serves on the Board of Directors of London-based Emailvision Inc., a leader in email and social marketing; Portland-based Webtrends Inc., a global leader in digital marketing optimization & relevance and Redwood City-based Actian Corporation, a leader in Big Data & Analytics. About Issuer Direct Corporation: Issuer Direct Corporation ("IDC") is a market leader and innovator of disclosure management solutions and cloud-based compliance technologies. With a focus on corporate issuers, the Company alleviates the complexity of maintaining compliance with its integrated portfolio of products and services that enhance companies' ability to efficiently produce and distribute their financial and business communications both online and in print. Forward Looking Statements This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2011, including but not limited to the discussion under "Risk Factors" therein, which the Company has filed with the SEC and which may be viewed at http://www.sec.gov. Contact: For Further Information Issuer Direct Corporation Brian R. Balbirnie 919-481-4000 brian.balbirnie@issuerdirect.com Brett Maas Hayden IR (646) 536-7331 brett@haydenir.com James Carbonara Hayden IR (646)-755-7412 james@haydenir.com 2