Current Report Filing (8-k)
August 30 2016 - 5:02PM
Edgar (US Regulatory)
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):
August 30, 2016
FALCONSTOR SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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00
0-23970
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77-0216135
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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.)
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2 Huntington Quadrangle, Melville, New York
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11747
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
631-777-5188
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On August 30, 2016,
FalconStor Software, Inc. (the “Company”) accepted the resignation of Louis J. Petrucelly for personal reasons from
his position as Executive Vice President and Chief Financial Officer of the Company effective September 15, 2016. Mr. Petrucelly
will assist in the transition of the Chief Financial Officer role until his departure from the Company and as described below,
will serve as a consultant to the Company until December 31, 2016. Mr. Petrucelly’s resignation was not the result of any
disagreement related to any matter involving the Company’s operations, policies or practices.
In connection with
Mr. Petrucelly’s departure, on August 30, 2016, the Company and Mr. Petrucelly entered into a Separation Agreement and General
Release (the “Separation Agreement”) attached hereto as Exhibit 10.1. Under the terms of the Separation Agreement,
the Company will, among other things, pay Mr. Petrucelly a monthly consulting fee of $10,000 commencing on September 16, 2016 until
December 31, 2016 in exchange for the provision of consulting services.
The foregoing description
of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On August 30, 2016,
the Company’s Board of Directors appointed Dan Murale to serve as the Company’s Vice President of Finance and Interim
Chief Financial Officer. Mr. Murale shall also assume the roles of principal financial officer and principal accounting officer
of the Company.
Mr. Murale, age
31, has served as the Company’s Director of Finance since June 2013. Prior to joining the Company, Mr. Murale worked at KPMG
LLP from August 2006 until June 2013.
Mr. Murale does
not have any family relationships with any of the directors, executive officers, or any people nominated or chosen by the Company
to become a director or executive officer. Mr. Murale is not a party to any transaction listed in Item 404(a) of Regulation S-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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10.1
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Separation Agreement and General Release between FalconStor Software, Inc. and Louis Petrucelly, dated August 30, 2016.
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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.
Date: August 30, 2016
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FALCONSTOR SOFTWARE, INC.
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By:
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/s/ Gary Quinn
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Name:
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Gary Quinn
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Title:
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President and Chief Executive Officer
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