0001193125-12-134440.txt : 20120327 0001193125-12-134440.hdr.sgml : 20120327 20120327163054 ACCESSION NUMBER: 0001193125-12-134440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120321 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120327 DATE AS OF CHANGE: 20120327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY INC CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 12717478 BUSINESS ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 BUSINESS PHONE: 7038488600 MAIL ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 8-K 1 d323956d8k.htm FORM 8-K Form 8-K

 

 

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): March 21, 2012

 

 

MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-24435   51-0323571

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

1850 Towers Crescent Plaza

Tysons Corner, Virginia

   22182
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 848-8600

 

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2012, Angel.com Incorporated (“Angel.com”), a subsidiary of MicroStrategy Incorporated, amended its Amended and Restated 2009 Stock Incentive Plan (the “Plan”) by adopting Amendment No. 1 to the Plan (“Amendment No. 1”). Such amendment increased the aggregate number of shares of Angel.com’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) that may be subject to awards under the Plan from 1,500,000 to 2,400,000. A copy of Amendment No. 1 is attached as Exhibit 99.2 hereto. The foregoing description is qualified in its entirety by reference to the full text of the Plan, as amended by Amendment No. 1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

   

Description

99.1    Angel.com Incorporated Amended and Restated 2009 Stock Incentive Plan (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K (File No. 000-24435) filed on September 9, 2009 and incorporated by reference herein)
99.2    Angel.com Incorporated Amendment No. 1 to Amended and Restated 2009 Stock Incentive Plan

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.

 

Date: March 27, 2012    

MicroStrategy Incorporated

    (Registrant)

    By:  

/s/ Douglas K. Thede

    Name:   Douglas K. Thede
    Title:   Executive Vice President, Finance & Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Angel.com Incorporated Amended and Restated 2009 Stock Incentive Plan (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K (File No. 000-24435) filed on September 9, 2009 and incorporated by reference herein)
99.2    Angel.com Incorporated Amendment No. 1 to Amended and Restated 2009 Stock Incentive Plan
 EX-99.2 2 d323956dex992.htm ANGEL.COM INCORPORATED AMENDMENT NO. 1 TO AMENDED AND RESTATED 2009 Angel.com Incorporated Amendment No. 1 to Amended and Restated 2009

Exhibit 99.2

ANGEL.COM INCORPORATED

Amendment No. 1 To

Amended and Restated 2009 Stock Incentive Plan

Pursuant to Section 10(d) of the Amended and Restated 2009 Stock Incentive Plan (the “Plan”) of Angel.com Incorporated (the “Company”), the first sentence of Section 4(a) of the Plan is amended to read in its entirety as follows:

“Subject to adjustment under Section 8, Awards may be made under the Plan for up to 2,400,000 shares of class A common stock, $0.001 par value per share, of the Company (the “Common Stock”), provided that Awards may not be made for more than 750,000 shares of Common Stock in the aggregate per calendar year to any single Participant.”

 

  

Approved by the Board of Directors: March 21, 2012

Approved by the Stockholders: March 21, 2012