WWW.EXFILE.COM, INC. -- 888-775-4789 -- DATAWATCH CORPORATION -- FORM 8-K
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) November
24, 2008
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
|
000-19960
|
02-0405716
|
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
| |
|
| |
|
|
Quorum
Office Park
271
Mill Road
Chelmsford,
Massachusetts
|
01824
|
|
(Address of
Principal Executive Offices)
|
(Zip
Code)
|
(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):
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))
|
ITEM
5.02
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTOR; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
|
On November 24, 2008, the Compensation
and Stock Committee of the Board of Directors of the Company (the “Compensation
Committee”) approved bonus payments to executive officers under the Corporate
Officers Compensation Plan for the 2008 fiscal year, which ended on September
30, 2008. The bonuses for executive officers were as
follows:
|
Name and Title
|
|
Bonus
|
| |
|
|
|
Ken
Bero
President
and Chief Executive Officer
|
|
$60,061
|
|
John
H. Kitchen
Chief
Marketing Officer and Senior Vice President
|
|
$28,450
|
|
Murray
Fish
Chief
Financial Officer and Vice President
|
|
$28,450
|
|
Dan
Incropera
Corporate
Controller and Vice President
|
|
$
9,483
|
The Compensation Committee also
approved the fiscal 2009 Corporate Officers Compensation Plan, which provides
that up to 15% of the Company’s net income (before the grant of any awards) is
to be available in the aggregate for bonus payments to the Company’s executive
officers at the end of the 2009 fiscal year. The Compensation
Committee will have the final authority to determine whether any bonuses are
paid and if so, the amount of such bonuses. The Compensation
Committee reserves the right to make adjustments to the plan at any
time. At the Compensation Committee’s discretion, amounts intended
for the bonus pool may be accrued at the end of each fiscal quarter, but no
amounts will be awarded until the results for the 2009 fiscal year are
available.
The Compensation Committee also renewed
a commission plan for the 2009 fiscal year for Robert Clemens, Vice President of
Worldwide Sales, which is based on world wide company software license, new
maintenance, professional services and training bookings. If Mr.
Clemens achieves targets for the 2009 fiscal year, he would receive a commission
(payable on a monthly basis) equal to up to approximately $165,000, subject to
increased commissions if he exceeds performance targets. The Company reserves
the right to modify, suspend or terminate any or all terms and provisions of the
commission plan, with or without notice. Mr. Clemens is not eligible
for payments under the Corporate Officers Compensation Plan.
The Compensation Committee also
approved a base salary of $150,000 per year for Harvey Gross, Vice President of
Enterprise Product Management and Development. Mr. Gross’ is also
eligible for bonus payments based on the achievement of certain management
objectives, which is
targeted at $40,000 per year. Mr. Gross was appointed as an executive
officer of the Company in October 2008, so he was not eligible for payments
under the Corporate Officers Compensation Plan for the 2008 fiscal year, but
will be eligible for payments under the plan for the 2009 fiscal
year.
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:
November 25, 2008
|
By:
|
/s/ Murray
P. Fish |
|
| |
|
Name:
Murray P. Fish |
|
| |
|
Title: Chief
Financial Officer |
|
| |
|
|
|