Current Report Filing (8-k)
April 21 2017 - 4:31PM
Edgar (US Regulatory)
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)
April
18, 2017
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.)
|
|
|
4 Crosby Drive
|
|
Bedford, Massachusetts
|
01730
|
(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):
|
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 1.01
|
Entry into a Material Definitive Agreement.
|
On April 18, 2017,
the stockholders of Datawatch Corporation (“Datawatch”) approved the adoption of Datawatch’s Third Amended and
Restated 2011 Equity Compensation and Incentive Plan (the “Amended 2011 Plan”), which amends the Second Amended and
Restated 2011 Equity Compensation and Incentive Plan to (1) increase the total authorized shares under such plan by 1,000,000 shares
and (2) prohibit Datawatch from granting awards under the Amended 2011 Plan for which participants would be entitled to receive
ordinary dividends in respect of those awards prior to the date those awards vest. For a description of the material features of
the Amended 2011 Plan, please refer to Datawatch’s Amended Definitive Proxy Statement on Schedule 14A for the Annual Meeting
of the Stockholders held on April 18, 2017, a copy of which was filed with the Securities and Exchange Commission on March 3, 2017
(File No. 000-19960) and is incorporated herein by reference.
|
Item 2.02
|
Results of Operations and Financial Condition
|
On
April 19, 2017, Datawatch issued a press release reporting its financial results for its
quarter ended March 31, 2017
.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained
in this Item 2.02, including in Exhibit 99.1 attached hereto and incorporated herein by reference, is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference
into any filing with the U.S. Securities and Exchange Commission (“SEC”) made by Datawatch, whether made before or
after the date hereof, regardless of any general incorporation language in such filings.
|
Item 5.02
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
|
Equity Awards
On April 18, 2017, Datawatch granted awards
of restricted stock units for shares of Datawatch common stock (“RSUs”) under the Amended 2011 Plan to the named executive
officers of Datawatch, as follows:
Name and Position
|
Number of RSUs
|
Michael A. Morrison
President and Chief
Executive Officer
|
110,000
|
James Eliason
Chief Financial
Officer
|
60,000
|
Ken Tacelli
Chief Operating
Officer
|
60,000
|
All of the RSUs awarded to each executive
will vest in equal installments on each of the first, second and third anniversaries of May 1, 2017.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders
|
The
Annual Meeting of Stockholders of Datawatch was held on April 18, 2017,
at which the stockholders voted on the following
matters
:
|
1.
|
The election of Richard de J. Osborne, Joan McArdle, Thomas H. Kelly, Christopher T. Cox, David
C. Mahoney, Randy Seidl, Donald R. Friedman and Michael A. Morrison to the Board of Directors to serve for the ensuing year or
until their respective successors are duly elected and qualified;
|
|
2.
|
The approval of the Amended 2011 Plan; and
|
|
3.
|
The ratification of the appointment of RSM US LLP, Datawatch’s independent
registered public accounting firm (“Auditor Ratification”).
|
The final voting results as certified by
the independent inspector of elections, Broadridge Financial Solutions, Inc., for each of the proposals submitted to a vote of
the stockholders at the Annual Meeting are as follows:
Director Nominee
|
Total Votes For
|
Total Votes Withheld
|
Broker Non-Votes
|
Richard de J. Osborne
|
7,719,209
|
142,443
|
3,117,237
|
Joan McArdle
|
7,783,145
|
78,507
|
3,117,237
|
Thomas H. Kelly
|
7,652,958
|
208,694
|
3,117,237
|
Christopher T. Cox
|
6,273,821
|
1,587,831
|
3,117,237
|
David C. Mahoney
|
7,776,713
|
84,939
|
3,117,237
|
Randy Seidl
|
7,782,363
|
79,289
|
3,117,237
|
Donald R. Friedman
|
7,782,313
|
79,339
|
3,117,237
|
Michael A. Morrison
|
7,717,614
|
144,038
|
3,117,237
|
Proposal
|
Total Votes For
|
Total Votes Against
|
Abstentions
|
Broker Non-Votes
|
Amended 2011 Plan
|
6,500,940
|
1,265,322
|
95,390
|
3,117,237
|
Auditor Ratification
|
10,942,862
|
34,639
|
1,388
|
0
|
|
Item 9.01
|
Financial Statements and Exhibits
|
The following Exhibit is furnished as part
of this report:
|
99.1
|
Press release issued by Datawatch Corporation, dated April 19, 2017.
|
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
|
|
|
|
|
|
|
|
By:
|
/s/ James Eliason
|
|
|
Name:
|
James Eliason
|
|
Title:
|
Chief Financial Officer
|
Date: April 21, 2017
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
|
99.1
|
Press release issued by Datawatch Corporation, dated April 19, 2017.
|
Datawatch Corp. (delisted) (NASDAQ:DWCH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Datawatch Corp. (delisted) (NASDAQ:DWCH)
Historical Stock Chart
From Apr 2023 to Apr 2024