-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARXXqX+X5wHEAYY0ra2YfiPfBeMQpK+s3lGyfbCqzaKlFRJS0AKH1DTyF1rOmcak 9v/IY8XA4MTKWcm6pKVeuw== 0001072613-10-000872.txt : 20100910 0001072613-10-000872.hdr.sgml : 20100910 20100910165505 ACCESSION NUMBER: 0001072613-10-000872 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100909 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: 20100910 DATE AS OF CHANGE: 20100910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 101067531 BUSINESS ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 978-441-2200 MAIL ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 form8k_16912.htm DATAWATCH CORP. FORM 8-K form8k_16912.htm


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)     September 9, 2010
 
 
Datawatch Corporation

(Exact Name of Registrant as Specified in Its Charter)

 
Delaware

(State or Other Jurisdiction of Incorporation)
 
 
 000-19960
02-0405716
(Commission File Number)
(IRS Employer Identification No.)
   
   
 Quorum Office Park
 271 Mill Road
Chelmsford, Massachusetts 
01824
(Address of Principal Executive Offices)
(Zip Code)
 
 
(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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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 Principal Officers; Election of Directors; Appointment of Principal Officers

(d)  Election of Director

The Board of Directors (the “Board”) of Datawatch Corporation (the “Company”) has appointed David C. Mahoney to a newly created seat on the Company’s Board, effective September 9, 2010.  On September 10, 2010, the Company issued a press release regarding Mr. Mahoney’s appointment to the Board.  The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

As a non-employee director, Mr. Mahoney is entitled to compensation pursuant to the Company’s director compensation policies described on page 8 of the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 28, 2010.  In accordance with such policies, Mr. Mahoney was granted effective upon his election restricted stock units for 2,500 shares of Common Stock, $.01 par value, of the Company, to be vested in one-third increments on each of the first and second anniversary of September 9, 2010, with the balance to be vested on the third anniversary of September 9, 2010.  The agreement setting forth the terms and conditions of such grant is in the same form as the Restricted Stock Unit Agreemen ts entered into by the Company’s other non-employee directors in connection with similar grants.  Such form was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 2, 2007 and is incorporated herein by reference.

In connection with his election, Mr. Mahoney will also enter into an indemnification agreement the Company (the “Indemnification Agreement”), which is in the same form as the indemnification agreements entered into by the other non-employee directors on the Company’s Board.  Such form was filed with the SEC as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and is incorporated herein by reference.  The Indemnification Agreement requires the Company to indemnify Mr. Mahoney 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 a rising out of Mr. Mahoney’s status as a director of the Company.  In addition, the Indemnification Agreement requires the Company to advance expenses incurred by Mr. Mahoney in connection with any proceeding against him with respect to which he may be entitled to indemnification by the Company.

Item 9.01
Financial Statements and Exhibits.

(d)           Exhibits

The following Exhibit is filed as part of this report:

Exhibit No.             Description

99.1
Press release issued by Datawatch Corporation, dated September 10, 2010.


 
- 2 -

 

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.


 
  DATAWATCH CORPORATION  
       
 
By:
/s/ Murray P. Fish  
    Name: Murray P. Fish   
    Title: Chief Financial Officer   
       
 
Date:  September 10, 2010
 
 
 
- 3 -

 

EXHIBIT INDEX
 

Exhibit No.             Description

99.1
Press release issued by Datawatch Corporation, dated September 10, 2010.

 
- 4 -

 

EX-99.1 2 exh99-1_16912.htm PRESS RELEASE DATED AUGUST 10, 2010 exh99-1_16912.htm

EXHIBIT 99.1

 
LOGO
 
 
Sept. 10, 2010 10:47 UTC
 
Datawatch Corporation Appoints David C. Mahoney to Board of Directors
 
BI Industry Veteran and Innovator to Provide Counsel on Company’s Strategic Direction and Overall Business
 
CHELMSFORD, Mass.--(BUSINESS WIRE)-- Datawatch Corporation (NASDAQ: CM: DWCH), a leader in Business Intelligence (BI), today announced the appointment of David C. Mahoney to the Datawatch Board of Directors.
 
Mr. Mahoney is a recognized entrepreneur, executive and early stage investor in the software industry. He began his career developing software at MIT Lincoln Labs and in 1973 he joined Data General where he spent 10 years leading the design and development of communications, networking and workstation products. In 1983, Mr. Mahoney founded Banyan Systems, the first software company to create a comprehensive enterprise networking solution that integrated mainframes, minicomputers and personal computers. Within one year, the company delivered the innovative VINES Operating System, Banyan Network Server and Streettalk, the first commercially available enterprise wide directory service. Banyan went public in 1992 and grew its revenues to more than $150 million. Under Mr. Mahoney’s leadership, the company later created Switchboard, an Internet white/yellow pages service which grew to become jointly funded by AOL and CBS and went public in 1999.
 
In 2003, Mr. Mahoney became CEO of Applix, Inc. and led a restructuring that enabled the company to attain a sustained growth rate in excess of 35 percent annually and resulted in a successful merger in 2007 with Cognos, Inc. During his tenure at Applix, the company achieved a twenty times increase in market valuation. Mr. Mahoney continues to work with venture firms and their early to mid-stage companies as a key board member, advisor or investor, and is currently a director in several U.S. and Canada-based software companies where he works with management and boards to develop and execute growth strategies, secure funding, expand management teams and develop strategic relationships.
 
“We are delighted that David Mahoney has joined our Board of Directors,” said Richard de J. Osborne, Chairman of Datawatch’s Board of Directors. “David is a highly respected leader and a savvy investor with a long and successful track record working with public and private companies across a broad spectrum of software and technology industries. His participation on our board will provide additional financial expertise and business acumen to help Datawatch increase its leadership position in the business intelligence market and enhance shareholder value.”
 
Commenting on his appointment, Mr. Mahoney said, “I am very excited to be involved with Datawatch at this time in its history. Businesses more than ever require innovative, cost effective means to enable them to make good business decisions. The company offers a truly unique value proposition to its customers with its suite of easy-to-use, rapid time to implementation BI solutions. Datawatch has a solid infrastructure to support domestic and global opportunities in business intelligence, data transformation and analytics. I look forward to working with the Board of Directors to accelerate the company’s growth and the adoption of its BI solutions.”
 
Mr. Mahoney holds a BA in Biology from Merrimack College. He is a founding member of the Mass Software Council and of the Common Angels, a Boston based angel investing fund, and has been a member of various local advisory boards with organizations such as the Mass Telecommunications Council, Babson College and Clark University Graduate School of Management.

 
 

 

ABOUT DATAWATCH CORPORATION
 
Datawatch Corporation (NASDAQ-CM: DWCH), a leader in Business Intelligence (BI), helps companies make better decisions and solve business problems by simplifying access to and analysis of information. Unique among BI vendors, Datawatch transforms the massive amounts of data and documents generated inside or outside a company into actionable insight, without any changes needed to existing systems. Datawatch customers benefit from the right information, in the right context, at the right time. More than 40,000 organizations worldwide rely on Datawatch products including its market-leading Monarch report and data mining solutions. Datawatch is based in Chelmsford, Mass., with offices in London, Sydney and Manila. For more information, visit www.datawatch.com.
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements, including but not limited to those relating to results of operations net of any impairment charges, contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: risks associated with the uncertainty of the current economic climate; risks associated with fluctuations in quarterly operating results, including results of large transactions occurring within a particular period; Datawat ch's dependence on its principal products; risks associated with international sales and operations, including currency translation risks; risks associated with distributor sales; risks associated with acquisitions; an unfavorable result in any litigation; market acceptance of new products; dependence on the introduction of new products and possible delays in those introductions. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly- available documents, which include, but are not limited to, filings made by Datawatch from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2009 and Form 1 0-Q for the quarters ended December 31, 2009, March 31, 2010 and June 30, 2010. Any forward-looking statements should be considered in light of those factors.
 
© 2010 Datawatch Corporation. Datawatch, Monarch and their respective logos are trademarks or registered trademarks of Datawatch Corporation in the United States and/or other countries. All other names are trademarks or registered trademarks of their respective companies.
 
Contacts
 
Investor Contact:
 
Datawatch Investor Relations
978-441-2200 ext. 8323
investor@datawatch.com  
or
 
Media Contacts:
 
Datawatch
Lisa G. Kilpatrick, 978-441-2200, ext. 8240
Manager, Marketing Communications & Public
Relations
lisa_kilpatrick@datawatch.com  
Fax: 978-453-4443
or
 
Greenough Communications
Jena Coletti, 617-275-6528
 jcoletti@greenoughcom.com

 
 

 

Source: Datawatch Corporation
 
View this news release online at:
http://www.businesswire.com/news/home/20100910000000/en
LOGO



GRAPHIC 3 logo.jpg begin 644 logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!X17AI9@``24DJ``@````&`#$!`@`1 M````5@````$#!0`!````:`````,#`0`!`````````!!1`0`!`````0```!%1 M!``!````Q`X``!)1!``!````Q`X```````!-:6-R;W-O9G0@3V9F:6-E``"@ MA@$`C[$``/_;`$,`"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H< M'"`D+B<@(BPC'!PH-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T- M&#(A'"$R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R M,C(R,C(R,C(R,O_``!$(`"(`?`,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`` M`````````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$% M$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U M-CH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$``A$#$0`_`/9O$&OVGA^Q:XN7P3PB=V-<*/&G MBFZW7,%E!'!U6-F`9A5'XN-.VLZ?&"1&5!7T)R:X5U'G.TD_S[CDF7!_*O3P M^#C.GS/J<=7%>RG9GN'A?Q='K>Z"=?(O$.&B/7-=/^)KP'PI-=Q^([5P7>1] MH4]SSW_#->\W(_T:;&2?+;&/I7#6HRHSY6=4:L*J4XDV?K29[YXZ5YO!#"N@ M0"TM+\:X0`'"R+M?/5B>,5JZ^NJZG>+906D\D<$0:25'\L&8C@CU`J.4+G9Y M.."?PHW>IKCKV`ZUX1>ZO;*9=3AA9"H#`B0>F.N?6GW=O-IWA^WL])LY?M%Z M$$FTG*C;\Q)/0]J%$+G79I<\]ZXW3+:]N=)O]#O+>>%XE+VKLQ;Y3RHW=R#6 M:&UZ2);UX)A)J"_8GBP?W6,`2>W\5'+YCN>A[OJ:`V37&Z_;7MW+!I=G;7$E MK9QAG=&V%GQ\O)Z^II;F"36O"4TU]92KJEM"R%?F!WCN,=0:.4+G8Y]SFC)[ MUQ6K:9':>&;%;>WF`DEA>Z5-Y8C'S9'6KFDQZ>-2O/[-M[M$-MEBZN$8^@#= MZ.7J%SJLFG+TK@5M]=_X0DCS4V;&_=F%O-'S'OGK^%=Q9`K8P!@00@R#]*35 M@3,'Q9X7A\1V8!;9%/$$,AA^P*Y'`?"G/XYKV&96;A<\]:@ M-O\`6NFAB9TU9,PJX>%5WDCE/"/@YM.G&HZB%-UCY5R#M]_K7;C&*K0HT;=] MM6JQJ3E.7-)FL(1A&T1:3`I:*S+$Q00.:6B@"NTK`X"]"*!,V`?+.#5C`]*, M"@"H+@D/\APM*;EA&7\LY!``JS@>E&!Z4`5FN&4Y$9X.*=YY^7*'D`U8P*3` M]*`(!.22/+.\#I5A GRAPHIC 4 logo2.jpg begin 644 logo2.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!X17AI9@``24DJ``@````&`#$!`@`1 M````5@````$#!0`!````:`````,#`0`!`````@'C`!!1`0`!`````0```!%1 M!``!````Q`X``!)1!``!````Q`X```````!-:6-R;W-O9G0@3V9F:6-E`%R@ MA@$`C[$``/_;`$,`"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H< M'"`D+B<@(BPC'!PH-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T- M&#(A'"$R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R M,C(R,C(R,C(R,O_``!$(`"$`;@,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`` M`````````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$% M$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U M-CH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$``A$#$0`_`.RTB.^L3>:I`$MDE@FRM3;/;&VA\B3.^/ M8-K9ZY'>F-IMBZQJ]G;LL2A8P8P=@&"`/0<#\J`."B\4^(+O4Y;%+BWA+W(@ M1C$"8_F(R5SDYIL?BG6KJSO8Y;NWBS+L$QC7$0&_((SWVC!-=^--L1<-<"SM M_.9@S2>6-Q(Z'/K3&T?3629&L+8K.P>4&)<.PZ$\'-9U34M4EMKO8%MD)F`CP27.4^F%_.MJ^@TF&UA6] M@M!!#CREDC&$Q_=';\*R;**YM+J\FTZ&XNI;V42/%0`#"@8P<`=.*B52, M=.I+DD=-3'ECB&9)$0?[3`5FMIU_=`&ZU*2(]TM1M'YG)IPT#3S@SQ&Y8?Q3 ML7/ZU/--[1^_^F*\GLB:35;)%?;=0NX4L$5P2<#-ZO?O-=0S.H.XON M*1Q@=!@=3[5UJ:98Q*1%:01Y&,K&`:YYI[V)+C3+N!X?-!5+B(9#9[GWKFKJ M=XN;T\OU,JG-=-D.F:C=VVM#S)TDM;AB"@D#%3V..U=D"",@Y%<3I'A>2'5H MY7+-;*A+,1C)(QBMI],N],4S:7/)*J\FUF;*D?[)[&EAI58P;DM+A2,VG]IVWA_6KFRAN$ MC$JL-07*2N,G@D'IT/XUJ2ZEJ5]X@NO(U#48+8Z3Y967_#?YG'#'OE7.M?+3O_`)'JEOIUK`YD53)(3R\C%C^O3\*N5XM:ZIJ( MTK5TM[F64)8HPN+:9]H?>O4-R&ZYQ5RXDU.[U9(6O[^.,:093Y*"0!DFO#HM3UU].T'K*6XUR:2(7#;3,9%CD7'0MC-4\"U]H%F*>O*>Q9`&8SZCJ,F@:7/<7EQ:HK2C;=2N8YQV.Y>>.V?:I MKL7VI_#*"]ECN3/:7OFH9G+L5`Z@GG'-)8-)KF>E[!+'MI\BUM?\CN8?&VBS MZEM>(R07=IIUMK M"1/Y]\]Q')QV/']:Z`Q:AHNHZ186\US%%_99DEC1R%\PJQ)P._`K6I@J=O=> MO^6YE2S"HW[ZT_SV/5/(\G41-$`%F!$H`ZD=#_.K8KQZS&NMX&NM6AU/4Y+L M2^64,I(2/=R1W_&NB\!SW-QK%RPU1;NT^S#,<;2,BR9'.7'7&
-----END PRIVACY-ENHANCED MESSAGE-----