Current Report Filing (8-k)
July 19 2017 - 4:07PM
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)
July
18, 2017
Datawatch
Corporation
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-19960
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02-0405716
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(Commission File Number)
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(IRS Employer Identification No.)
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4 Crosby Drive
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Bedford, Massachusetts
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01730
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On
July 19, 2017, Datawatch Corporation (“Datawatch”) issued a press release reporting its financial results for its
quarter
ended June 30, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(d)
Appointment of New Director
The Board of Directors (the “Board”)
of Datawatch has appointed Colin P. Mahony to serve as a director of the corporation, effective July 18, 2017. Upon his appointment
to the Board, Mr. Mahony will become a member of the Board’s Corporate Governance and Nominating Committee and its Compensation
and Stock Committee.
As a non-employee director, Mr. Mahony is
entitled to compensation pursuant to Datawatch’s director compensation policies described beginning on page 8 of the Revised
Proxy Statement on Schedule 14A filed by Datawatch with the SEC on March 3, 2017. In accordance with such policies, Mr. Mahony
received effective upon his election restricted stock units for 7,000 shares of Datawatch common stock, which will vest in annual
installments over the three years following August 1, 2017. The agreement setting forth the terms and conditions of such grant
is in substantially the same form as the Restricted Stock Unit Agreements entered into by Datawatch’s other non-employee
directors in connection with similar grants. Such form was filed as Exhibit 10.29 to Datawatch’s Annual Report on Form 10-K
filed with the SEC on December 22, 2011, and is incorporated herein by reference.
In connection with his appointment, Mr.
Mahony also entered into an indemnification agreement with Datawatch (the “Indemnification Agreement”), in substantially
the same form as the indemnification agreements entered into by the other non-employee directors on the Board. The Indemnification
Agreement will require Datawatch to indemnify Mr. Mahony for any and all expenses (including attorney fees), judgments, penalties,
fines and amounts paid in settlement which are actually and reasonably incurred by him in connection with any threatened, pending
or completed proceeding arising out of Mr. Mahony’s status as a director of Datawatch. In addition, the Indemnification Agreement
will require Datawatch to advance expenses incurred by Mr. Mahony in connection with any proceeding against him with respect to
which he may be entitled to indemnification by Datawatch. A form of the Indemnification Agreement was filed with the Securities
Exchange Commission as Exhibit 10.1 to Datawatch’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and
is incorporated herein by reference.
Datawatch has issued a press release announcing
Mr. Mahony’s appointment, a copy of which is included with this report as Exhibit 99.2.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is furnished as part
of this report:
Exhibit No.
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Description
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99.1
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Press release issued by Datawatch Corporation, dated July 19, 2017.
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99.2
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Press release issued by Datawatch Corporation, dated July 19, 2017.
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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.
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DATAWATCH CORPORATION
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By:
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/s/ James Eliason
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Name:
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James Eliason
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Title:
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Chief Financial Officer
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Date: July 19, 2017
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release issued by Datawatch Corporation, dated July 19, 2017.
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99.2
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Press release issued by Datawatch Corporation, dated July 19, 2017.
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