8-K 1 d8k.htm FORM 8-K 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): March 1, 2006

 


ALLIN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   0-21395   25-1795265

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

 

381 Mansfield Avenue, Suite 400, Pittsburgh, Pennsylvania   15220
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (412) 928-8800

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 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 1.01 Entry into a Material Definitive Agreement

On March 1, 2006, the Board of Directors of the Company implemented changes in annual base salary for its executive officers retroactive to an effective date of January 1, 2006. The changes in base salary were as follows:

Richard W. Talarico, Chairman, Chief Executive Officer and President - Increase of $10,000 to annual base salary of $185,000

Dean C. Praskach, Chief Financial Officer - Increase of $5,000 to annual base salary of $150,000

The Board of Directors also awarded bonuses to its executive officers as follows:

Richard W. Talarico, Chairman, Chief Executive Officer and President - $12,000

Dean C. Praskach, Chief Financial Officer - $8,000

Item 2.02. Results of Operations and Financial Condition.

On March 1, 2006, Allin Corporation issued a press release announcing its financial results for the three- and twelve-month periods ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in the attached exhibit and contained in Item 2.02 of this Current Report 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly incorporated by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.  

Description of Exhibit

99.1   Press Release dated March 1, 2006


SIGNATURE

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.

 

  ALLIN CORPORATION

Dated: March 3, 2006

  By:  

/s/ Dean C. Praskach

    Chief Financial Officer


Exhibit Index

 

Exhibit No.  

Description

99.1   Press release dated March 1, 2006