================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) FEBRUARY 1, 2005
DATAWATCH CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-19960 02-0405716
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
175 CABOT STREET, SUITE 503
--------------------------------------------------------------------------------
LOWELL, MASSACHUSETTS 01854
(Address of Principal Executive Offices)(Zip Code)
(978) 441-2200
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2005, Datawatch Corporation (the "Company") entered into a
Management Transition Agreement with Alan MacDougall in connection with Mr.
MacDougall's resignation as Senior Vice President of Finance, Chief Financial
Officer, Treasurer and Assistant Secretary on January 10, 2005. The Management
Transition Agreement provides for Mr. MacDougall to continue as an employee of
the Company through July 31, 2005 to aid in the transition of the newly-elected
Chief Financial Officer, John Hulburt. The Agreement provides for the payment of
Mr. MacDougall at the rate of $12,500 per month through March 31, 2005 and
$4,327 per month thereafter for the remaining period of his employment. The
Company also agreed to pay the employer and employee portion of Mr. MacDougall's
COBRA benefits through December 31, 2005. The above salary and benefits will be
paid in the event of the termination of Mr. MacDougall's employment by the
Company for any reason other than death or disability.
The Management Termination Agreement appears as an exhibit to this report.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Management Termination Agreement described in Item 1.01 of this report
provides for the termination of the Severance Agreement dated April 25, 2002 by
and between the Company and Mr. MacDougall. The Severance Agreement provided for
the payment by the Company to Mr. MacDougall of severance payments equal to six
months base salary in the event Mr. MacDougall's employment was terminated by
the Company other than for Cause or by Mr. MacDougall for Good Reason, as such
terms are defined in the Severance Agreement.
The Severance Agreement is incorporated by reference as an exhibit to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Management Transition Agreement dated as of February 1,
2005 by and between the Company and Alan MacDougall
10.2 Severance Agreement dated April 25, 2002 by and between
the Company and Alan MacDougall (Previously filed as
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002 and incorporated
herein by reference)
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.
DATAWATCH CORPORATION
Date: February 4, 2005
By: /s/ Robert W. Hagger
-------------------------------
Name: Robert W. Hagger
Title: President and Chief Executive Officer