0001171520-15-000240.txt : 20150323 0001171520-15-000240.hdr.sgml : 20150323 20150323091029 ACCESSION NUMBER: 0001171520-15-000240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150320 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150323 DATE AS OF CHANGE: 20150323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 15717823 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543-7528 8-K 1 eps6185.htm DATARAM CORP.

 

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 20, 2015

 

DATARAM CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New Jersey 1-8266 22-18314-09
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

 

Route 571, P.O. Box 7258, Princeton, NJ 08543-7528
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (609) 799-0071

 

(Former name of 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:

 

☐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))

 

 
 

 

Section 5 – Corporate Governance and Management

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

Effective March 20, 2015, at 5:00 p.m. EDT, the Board of Directors (the “Board”) of Dataram Corporation (“we” or “our”), by unanimous resolution, removed John Freeman from our Board for cause (breaches of his fiduciary duty and duty of loyalty and his acts of fraud and dishonesty). Accordingly, his term as one of our directors terminated as of such date and time. The removal was consistent with NJ Rev Stats Section 14A:6-6 (3) and Article II Section 1 of our Bylaws. The Company will take all appropriate legal action to address his conduct. We are continuing our previously announced search for an independent director.

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.

  DATARAM CORPORATION
  (Registrant)
   
Date:  March 23, 2015  
  /s/ DAVID A. MOYLAN
  (Signature)
  David A. Moylan
  Chairman and Chief Executive Officer