United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15[d] of the Securities Exchange Act of
1934
April 13, 2009*
Date of Report
(Date of Earliest Event Reported)
DIGITILITI, INC.
(Exact name of Registrant as specified in
its Charter)
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Delaware
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0001-53235
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26-1408538
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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Incorporation)
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266 East 7
th
Street,
4
th
Floor
St. Paul, Minnesota 55101
(Address of Principal Executive
Offices)
(651) 925-3200
(Registrants Telephone Number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
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 14-a-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))
*EXPLANATORY NOTE:
This 8-K was previously
filed with the date of April 20, 2009 and as an Item 1.01. This amended
8-K is to correct the filing to Item to 5.02 and to include other events that
needed to be reported as of April 13, 2009.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2009, Benno Sand, resigned as a director of
the Company. There were no disagreements between Mr. Sand and the Company
regarding this resignation. The Company has not yet filled the vacancy on
the Board of Directors created by Mr. Sands resignation.
On April 20, 2009, Brad D.
Wenzel, the Companys Chief Technical Officer (CTO), resigned his position
as CTO and as a member of the Board of Directors. Mr. Wenzel
resigned to pursue new business opportunities in related, non-competing areas of
mutual interest and a potential partnership with the Company related
to its existing and new product storage solutions. The Company does
not intend to replace the CTO position and will seek a replacement for Mr.
Wenzel on the Board in the near future. The terms and conditions of
a Confidential Separation and Release Agreement signed between
the Company and Mr. Wenzel are confidential, but include items such as
severance, non-compete and non-solicitation, assignment of any claims of
intellectual property rights to the Company on all technology in which Mr.
Wenzel may have claimed or had any interest, provisions for a potential
business partnership in the future with the Company and other items typically
found in these types of agreements
.
Item 8.01 Other Items.
The Board of Directors resolved on April 27, 2009, to
terminate the 125,000 options to acquire 125,000 shares of the Companys common
stock at an exercise price of $0.385 per share that were granted on October 13,
2008, to Roy A. Bauer, a director of the Company since December, 2008, and the
Companys current President and CEO since February, 2009, and which were
reported in an 8-K Current Report dated February 10, 2009; these options were
terminated by agreement with Mr. Bauer and with the understanding that they
would be reinstated, effective as of the first quarter of 2009.
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this Current
Report to be signed on its behalf by the undersigned hereunto duly
authorized.
DIGITILITI, INC.
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Date:
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April 28, 2009
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By:
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/s/ Roy A. Bauer
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Roy A. Bauer
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CEO, President
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