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)     August 21, 2012

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)           Appointment of New Director

The Board of Directors (the “Board”) of Datawatch Corporation (the “Company”) has appointed Christopher T. Cox to a newly created seat on the Company’s Board, effective August 21, 2012.  Mr. Cox is an investor in and a Managing Member of WC Capital, LLC, which owns approximately 10.9% of the Company’s outstanding common stock.  He is a Partner at Cadwalader, Wickersham & Taft LLP.

As a non-employee director, Mr. Cox is entitled to compensation pursuant to the Company’s director compensation policies described on page 9 of the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 30, 2012.  In accordance with such policies, Mr. Cox will receive 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 August 21, 2012, with the balance to be vested on the third anniversary of August 21, 2012.  The agreement setting forth the terms and conditions of such grant is in the same form as the Restricted Stock Unit Agreements entered into by the Company’s other non-employee directors in connection with similar grants.  Such form was filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on December 22, 2011, and is incorporated herein by reference.

In connection with his appointment, Mr. Cox will also enter into an indemnification agreement with the Company (the “Indemnification Agreement”), which will be in the same form as the indemnification agreements entered into by the other non-employee directors on the Company’s Board.  The Indemnification Agreement will require the Company to indemnify Mr. Cox 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 arising out of Mr. Cox’s status as a director of the Company.  In addition, the Indemnification Agreement will require the Company to advance expenses incurred by Mr. Cox in connection with any proceeding against him with respect to which he may be entitled to indemnification by the Company.  A form of the Indemnification Agreement was filed with the Securities Exchange Commission 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.

On August 24, 2012, the Company issued a press release regarding the appointment of Mr. Cox.  The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits

The following Exhibit is furnished as part of this report:

Exhibit No.            Description

99.1 Press release issued by Datawatch Corporation, dated August 24, 2012.

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
Date:  August 24, 2012	By:	/s/ Michael A. Morrison
		Name: Michael A. Morrison
		Title:   President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press release issued by Datawatch Corporation, dated August 24, 2012.

EX-99.1

EXHIBIT 99.1

DATAWATCH EXPANDS BOARD OF DIRECTORS WITH ADDITION OF CHRISTOPHER COX,

CADWALADER, WICKERSHAM & TAFT PARTNER

Chelmsford, Mass.—August 27, 2012—Datawatch Corporation (NASDAQ-CM: DWCH), the leading global provider of information optimization solutions, today announced that Christopher T. Cox, a partner in Cadwalader, Wickersham & Taft LLP, one of the world’s leading international law firms, has been appointed to Datawatch’s Board of Directors.  His appointment expands the board to eight members.  Mr. Cox is also an investor in and a Managing Member of WC Capital, LLC, which owns approximately 10.9% of Datawatch’s outstanding common stock.

Michael A. Morrison, president and CEO of Datawatch, said, “We’re very pleased to attract a talented individual like Chris to our board.  His professional experience and his ongoing involvement as an insightful investor will undoubtedly contribute to Datawatch’s ability to grow and flourish in the fast-growing segment of the Big Data market that Datawatch occupies.”

Mr. Cox joined Cadwalader in January 2012, after serving as a partner at Cahill Gordon & Reindel LLP in New York.  Over the course of his extensive career, he has advised public and private companies, private equity firms and financial institutions in U.S. and cross-border mergers, acquisitions, dispositions, joint ventures, capital raising transactions and strategic investments, as well as a wide range of governance, compliance and other business-related matters.  He has been recognized for his work in mergers, acquisitions and buyouts by the Legal 500.

Mr. Cox received both his undergraduate degree and J.D. from the University of Missouri, where he was a member of the Missouri Law Review.

ABOUT DATAWATCH CORPORATION

Datawatch Corporation (NASDAQ-CM: DWCH) is a leading global provider of report analytics technology that delivers information optimization solutions.  Business leaders use Datawatch products and services to access, manage, analyze and act upon 100% of their enterprise information – regardless of data type, format, source or environment.  With Datawatch’s information optimization platform, organizations can access structured data, semi-structured data and unstructured data, and link these datasets with Big Data applications for a complete analytic system to improve decision-making and accelerate action – at a fraction of the cost and time of traditional approaches.   The company’s market-leading technology is used by more than 40,000 organizations worldwide, including 99 of the Fortune 100.  Datawatch is headquartered in Chelmsford, Massachusetts with offices in London, Munich, Singapore, Sydney and Manila, with partners and customers in more than 100 countries worldwide. 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, 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 continuing weak global economy; risks associated with fluctuations in quarterly operating results due, among other factors, to the size and timing of large customer orders; the volatility of Datawatch’s stock price; limitations on the effectiveness of internal controls; rapid technological change; Datawatch’s dependence on the introduction of new products and possible delays in those introductions; competition in the software industry; Datawatch's dependence on its principal products, proprietary software technology and software licensed from third parties; risks associated with international sales; risks associated with indirect distribution channels; the adequacy of Datawatch’s sales returns reserve; risks associated with a subscription sales model; risks associated with acquisitions , including the recent acquisition of intellectual property from Math Strategies; Datawatch’s dependence on its ability to hire and retain skilled personnel; disruption or failure of Datawatch’s technology systems that may result from a natural disaster, cyber-attack or other catastrophic event; and uncertainty and additional costs that may result from evolving regulation of corporate governance and public disclosure. 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, 2011 and Form 10-Q for the quarters ended December 31, 2011, March 31, 2012 and June 30, 2012.   Any forward-looking statements should be considered in light of those factors.

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Investor Contact:

Datawatch Investor Relations

investor@datawatch.com

Phone: (978) 441-2200 ext. 8323

Media Contact:

Kellee McGolpin

Datawatch Corporation

kellee_mcgolpin@datawatch.com                                                                

Phone: (978) 441-2200 ext. 8238

Twitter: @datawatch