Item 2.02 Results of Operations and Financial Condition.
On February 1, 2023, Velodyne issued a press release reporting its revenue
results for the quarter ended December 31, 2022. The press release is attached
to this Current Report on Form 8-K as Exhibit 99.1.
Velodyne exceeded its fourth quarter 2022 guidance of $13 million to $15 million
in billings and $12 to $14 million in revenue. Billings represents the dollar
value of products and services provided during the current period and invoiced
to the customer. Management uses this metric to track commercial growth,
establish performance targets and make budgetary and operating decisions.
Billings excludes the effect of the contra revenue recognized in connection with
the Amazon warrants.
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Item 8.01 Other Events
Under the terms of the Merger Agreement, following the closing of the
Transaction, the board of directors of the combined company (the "New Ouster
Board") is expected to be comprised of eight members, including Dr. Ted
Tewksbury, Velodyne's current chief executive officer, three other individuals
designated by the Velodyne board of directors, Angus Pacala, Ouster's chief
executive officer, and three other individuals designated by the Ouster board of
directors. Dr. Tewksbury is expected to serve as Executive Chairman of the New
Ouster Board. The parties anticipate that the following individuals will be
designated to serve on the New Ouster Board as shown below:
Velodyne Designees Ouster Designees
Dr. Ted Tewksbury Angus Pacala
Virginia Boulet Susan Heystee
Ernest Maddock Karin Rådström
Kristin Slanina Riaz Valani
Provided below are biographical details on each of the eight anticipated
designees to the New Ouster Board.
Velodyne Designees
Theodore L. Tewksbury, Ph.D.
Dr. Theodore L. Tewksbury has served as Velodyne's Chief Executive Officer since
November 2021. Prior to that, he was CEO of Eta Compute, a provider of ultra-low
power AI vision systems, since August 2019. Dr. Tewksbury has served as a member
of the board of directors of Maxlinear, Inc. since May 2015. From February 2017
to March 2019, Dr. Tewksbury was Chairman, President and CEO of Energy Focus,
Inc., a provider of high-performance LED lighting technology. Dr. Tewksbury
served as interim president and chief executive officer of Entropic from
November 2014 until MaxLinear's acquisition of Entropic in April 2015.
Dr. Tewksbury also served as a director of Entropic from September 2010 through
April 2015. From 2013 to November 2014, Dr. Tewksbury was an independent
consultant to technology companies. From 2008 to 2013, Dr. Tewksbury served as
the president and chief executive officer and as a member of the board of
directors of Integrated Device Technology, Inc., a publicly traded, mixed signal
semiconductor solutions company. Prior to joining Integrated Device Technology,
he was the president and chief operating officer of AMI Semiconductor, a mixed
signal semiconductor company from 2006 to 2008. Prior to that, Dr. Tewksbury
served as managing director at Maxim Integrated Products, Inc., a designer,
manufacturer and seller of high-performance semiconductor products, from 2000 to
2006. Dr. Tewksbury was a member of the board of directors of the Global
Semiconductor Alliance from 2011 to 2013. Dr. Tewksbury holds a B.S. in
Architecture and an M.S. and a Ph.D. in Electrical Engineering and Computer
Science from the Massachusetts Institute of Technology.
Virginia Boulet
Ms. Boulet has served as a member of Velodyne's board of directors since
November 2021 and was appointed Chairperson in July 2022. She served as a
Managing Director of Legacy Capital, LLC from April 2014 until 2019. From 2014
through 2018, she was an adjunct professor of law at Loyola University Law
School. From 2002 to March 2014, Ms. Boulet served as Special Counsel at the law
firm of Adams and Reese, LLP. She also served as President and Chief Operating
Officer of IMDiversity, Inc. from March 2002 to March 2004. Prior to 2002,
Ms. Boulet was a partner at the law firms of Phelps Dunbar, LLP, and Jones
Walker. Ms. Boulet serves as a director of W&T Offshore, Inc (WTI:NYSE), the
Chairperson of its Nominating and Corporate Governance Committee and on its
Audit and Compensation committees. Ms. Boulet received a B.A. from Yale
University, and a J.D., cum laude, from Tulane University.
Ernest Maddock
Mr. Maddock served as Chief Financial Officer of Micron Technology, Inc. from
2015 until his retirement in 2018. Prior to that, he served as Executive Vice
President and Chief Financial Officer of Riverbed Technology, Inc. from 2013 to
2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research
Corporation, culminating in the position of Chief Financial Officer from 2008 to
2013. Mr. Maddock has served on the boards of directors of Ultra Clean Holdings
Inc. (Nasdaq: UCTT) since June 2018, Avnet (Nasdaq: AVT) since August 2021 and
Teradyne (Nasdaq:TER) since November 2022. Mr. Maddock previously served on the
Board of Intersil Corporation (Nasdaq: ISIL) from 2015 until its acquisition in
2017. Mr. Maddock received a BS in Industrial Management from the Georgia
Institute of Technology and an MBA with a specialization in Finance from Georgia
State University.
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Kristin Slanina
Ms. Slanina has served as a member of Velodyne's board of directors since July
2021, and serves on Velodyne's Audit Committee and Nominating and Corporate
Governance Committee. Ms. Slanina is the Chief Innovation Officer at
ParkMyFleet, a provider of parking locations and technology solutions for fleet
operations, a position she has held since March 2021. Previously, she served as
Chief Operating Officer of TrueCar, an automotive pricing and information
website for new and used car buyers, from September 2020 to March 2021 where she
led the newly formed solutions group and helped the company accelerate into its
next phase of growth. Before TrueCar, she was Chief Transformation Officer of
Thirdware Consulting, an IT consulting organization, from January 2019 to
September 2020, where she led the Emerging Technology group and paved the way
for Thirdware's status as a Tier 1 partner with Ford and other OEMs on vehicle
software development, machine learning and blockchain technology. Prior,
Ms. Slanina has held roles of increasing responsibility at Ernst & Young, a
global professional services firm, and Fiat Chrysler Automobiles, a manufacturer
of automobiles, after spending the first 18 years of her career at Ford Motor
Company, beginning as a powertrain engineer. Ms. Slanina has served on the Board
of Comstock Inc. (NYSE MKT: LODE) since May 2022. She holds an M.S. and a B.S.
in Mechanical Engineering from Massachusetts Institute of Technology.
Ouster Designees
Angus Pacala
Angus Pacala has served as Ouster's Chief Executive Officer and director since
he co-founded Ouster in June 2015. Previously, Mr. Pacala was Director of
Engineering at Quanergy, Inc. from November 2012 to February 2015. Prior to
that, Mr. Pacala was Battery Engineer at Amprius, Inc. from June 2011 to October
2012. Mr. Pacala holds a Bachelor of Science degree in mechanical engineering
and a Master of Science degree in mechanical engineering from Stanford
University.
Susan Heystee
Susan Heystee has served as a member of the Ouster board of directors since
September 2018 and as Ouster's Interim Chief Revenue Officer since January 2021.
Previously, Ms. Heystee was Senior Vice President of Global Automotive Business
at Verizon Connect from January 2017 to June 2018. Previously, Ms. Heystee
served as Executive Vice President of Global Sales and OEM Business at Telogis,
which was acquired by Verizon in July 2016, from February 2010 to December 2016.
Ms. Heystee has also served as a member of the board of directors of revVana
Inc., a private software-as-a-service company providing revenue realization
management solutions, since April 2020, as well as ChargePoint, an electric
vehicle infrastructure company, since May 2021. Ms. Heystee holds Bachelor's
degrees in mathematics and business from the University of Waterloo and an
executive degree from the Advanced Management Program at Harvard Business
School.
Karin Rådström
Karin Rådström has served as the Chief Executive Officer Mercedes-Benz Trucks
and as a member of the Board of Management at Daimler Truck AG since February
2021, and as a member of the Supervisory Board of Piab AB, Sweden since June
2019. Ms. Rådström served as Head of Sales and Marketing and as a member of the
Executive Board of Scania CV AB ("Scania") from March 2019 to January 2020. She
previously served as Senior Vice President, Head of Buses and Coaches of Scania
from November 2016 to February 2019 and as Director of Pre-Sales and Marketing
Communication of Scania East Africa Ltd. in Nairobi from October 2014 to
December 2015. She holds a Master of Engineering in Industrial Management from
the Royal Institute of Technology in Stockholm.
Riaz Valani
Riaz Valani is a general partner and founder at Global Asset Capital. He
previously served as chairman of Viventures Partners SA, president of
IMDI/Sonique, and a member of Gruntal & Co.'s asset securitization group. Global
Asset Capital, LLC is a private equity investor with diversified interests in
venture capital, structured finance, and real estate. GAC has a strong track
record of success in building enterprises across the telecommunications, media,
and technology industries. Riaz also serves on the board of Pratham USA, a
charity that supports the work of Pratham, an innovative learning organization
created to improve the quality of education in India.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities law. Such statements are based upon current
plans, estimates and expectations of the management of Ouster and Velodyne that
are subject to various risks and uncertainties that could cause actual results
to differ materially from such statements. The inclusion of forward-looking
statements should not be regarded as a representation that such plans, estimates
and expectations will be achieved. Words such as "anticipate," "expect,"
"project," "intend," "believe," "may," "will," "should," "plan," "could,"
"continue," "target," "contemplate," "estimate," "forecast," "guidance,"
"predict," "possible," "potential," "pursue," "likely," and words and terms of
similar substance used in connection with any discussion of future plans,
actions or events identify forward-looking statements. All statements, other
than historical facts, including statements regarding the timing of the Special
Meeting; the anticipated Board designees and Board composition of the combined
company following the closing of the proposed merger; Ouster's and Velodyne's
anticipated financial results for the year ended December 31, 2022; the expected
timing of the closing of the proposed transaction; the ability of the parties to
complete the proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction; the cash position of the
combined company; the competitive ability and position of the combined company;
and any assumptions underlying any of the foregoing, are forward-looking
statements. Important factors that could cause actual results to differ
materially from Ouster's and Velodyne's plans, estimates or expectations could
include, but are not limited to: (i) the risk that the proposed transaction may
not be completed in a timely manner or at all, which may adversely affect
Ouster's and Velodyne's businesses and the price of their respective securities;
(ii) uncertainties as to the timing of the consummation of the proposed
transaction and the potential failure to satisfy the conditions to the
consummation of the proposed transaction, including obtaining stockholder and
regulatory approvals; (iii) the proposed transaction may involve unexpected
costs, liabilities or delays; (iv) the effect of the announcement, pendency or
completion of the proposed transaction on the ability of Ouster or Velodyne to
retain and hire key personnel and maintain relationships with customers,
suppliers and others with whom Ouster or Velodyne does business, or on Ouster's
or Velodyne's operating results and business generally; (v) Ouster's or
Velodyne's respective businesses may suffer as a result of uncertainty
surrounding the proposed transaction and disruption of management's attention
due to the proposed transaction; (vi) the outcome of any legal proceedings
related to the proposed transaction or otherwise, or the impact of the proposed
transaction thereupon; (vii) Ouster or Velodyne may be adversely affected by
other economic, business, and/or competitive factors; (viii) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the merger agreement and the proposed transaction; (ix) restrictions during
the pendency of the proposed transaction that may impact Ouster's or Velodyne's
ability to pursue certain business opportunities or strategic transactions;
(x) the risk that Ouster or Velodyne may be unable to obtain governmental and
regulatory approvals required for the proposed transaction, or that required
governmental and regulatory approvals may delay the consummation of the proposed
transaction or result in the imposition of conditions that could reduce the
anticipated benefits from the proposed transaction or cause the parties to
abandon the proposed transaction; (xi) risks that the anticipated benefits of
the proposed transaction or other commercial opportunities may otherwise not be
fully realized or may take longer to realize than expected; (xii) the impact of
legislative, regulatory, economic, competitive and technological changes;
(xiii) risks relating to the value of the Ouster shares to be issued in the
proposed transaction; (xiv) the risk that integration of the proposed
transaction post-closing may not occur as anticipated or the combined company
may not be able to achieve the growth prospects and synergies expected from the
proposed transaction, as well as the risk of potential delays, challenges and
expenses associated with integrating the combined company's existing businesses;
(xv) exposure to inflation, currency rate and interest rate fluctuations and
risks associated with doing business locally and internationally, as well as
fluctuations in the market price of Ouster's and Velodyne's traded securities;
(xvi) the impact of the COVID-19 pandemic on Ouster's and Velodyne's business
and general economic conditions; (xvii) the market for and adoption of lidar and
related technology and the combined company's ability to compete in a market
that is rapidly evolving and subject to technological developments; (xviii) the
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Joint Press Release of Ouster, Inc. and Velodyne Lidar, Inc., dated
February 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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