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): February 26, 2009

TIGERLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-16449	94-3046892
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

25A Technology Drive

Irvine, CA 92618

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (949) 442-4400

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:

¨ 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 February 26, 2009, Carlton H. Baab resigned as the Company’s President and Chief Executive Officer and from the Company’s Board of Directors. Richard W. Koe, Chairman of the Board of Directors of the Company, has been appointed to serve as interim Chief Executive Officer and will retain his role as Chairman of the Board of Directors while the Company conducts a search for a successor CEO. Mr. Baab will remain with the Company as a consultant, as described below.

Mr. Koe, age 52, joined the Board of Directors in January 2003. Mr. Koe has served as Managing General Partner for Astoria Capital Partners, L.P. and Montavilla Partners, L.P., both of which are investment partnerships, and as President of Astoria Capital Management, since July 1991. Astoria Capital Partners, L.P. is a significant stockholder of the Company, holding a majority of the Company’s outstanding common stock. Mr. Koe has served as Chairman of the Board of Directors of the Company since December 2004. Mr. Koe serves as Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee and is the sole member of the Stock Committee, a subcommittee of the Compensation Committee. Gerald F. Chew, a member of the Company’s Board of Directors, is Mr. Koe’s cousin.

In connection with Mr. Baab’s departure, the Company and Mr. Baab have entered into a separation and consulting agreement, dated February 26, 2009 (the “Agreement”). Pursuant to the Agreement, the Company will provide certain benefits to Mr. Baab, including: (i) a lump sum payment equal to one year of base salary ($248,000) payable six months and one day after the date of the Agreement; (ii) reimbursement of COBRA premiums for dental and vision insurance for up to 12 months or, if earlier, until such time Mr. Baab ceases to be eligible for COBRA; (iii) reimbursement of health insurance premiums for up to 12 months or, if earlier, until such time Mr. Baab terminates such insurance coverage; and (iv) in the event that the Company pays a bonus within six months to certain employees of the Company specified in the Agreement, a bonus payment calculated as a percentage of Mr. Baab’s base salary in effect immediately prior to his resignation equivalent to the highest bonus payment made (as a percentage of base salary) to such specified employees. The Agreement also provides that Mr. Baab will serve as a consultant to the Company through August 27, 2009. During the consulting period, the Company will pay Mr. Baab an aggregate of $124,000 and Mr. Baab’s outstanding stock options will continue to vest. The consulting relationship may be extended on a month-to-month basis, at the Company’s sole discretion. The Agreement contains a mutual release of claims and a mutual non-disparagement provision. The Agreement is revocable by Mr. Baab for seven days and will not become effective until the end of such revocation period.

The Company also anticipates providing compensation to Mr. Koe in light of his duties as interim CEO. The Company will provide additional disclosure regarding this compensation once it is finalized.

On February 26, 2009, the Company issued a press release relating to these matters. A copy is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by TigerLogic Corporation, dated February 26, 2009.

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 thereunto duly authorized.

	TIGERLOGIC CORPORATION
Dated: February 27, 2009	By:	/s/ Thomas Lim
		Thomas Lim
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by TigerLogic Corporation, dated February 26, 2009.

EX-99.1

Exhibit 99.1

Investor Contact:

Thomas Lim

TigerLogic Corporation

thomas.lim@tigerlogic.com

949-442-4400

TigerLogic Announces Changes to Executive Management Team

Chairman of the TigerLogic Board of Directors, Richard W. Koe, Assumes Interim CEO Role After

Carlton H. Baab Resigns

IRVINE, Calif., – February 26, 2009 – TigerLogic Corporation (Nasdaq: TIGR) announced today that Richard W. Koe, Chairman of the Board of Directors of the Company, has been appointed interim President and Chief Executive Officer following the resignation of Carlton H. Baab, effective immediately. Mr. Baab also has resigned from the TigerLogic Board of Directors and has agreed to serve as a consultant to the Company to ensure a smooth transition. Mr. Koe will retain his role as Chairman while serving as interim CEO. The Company intends to initiate a search for a permanent President and Chief Executive Officer.

“On behalf of the Board of Directors, I want to thank Carlton for all the contributions he has made over the past 7 years,” said Mr. Koe. “He has brought tremendous operational expertise to bear on all aspects of the company, organizing and streamlining the business, and strengthening our finances to well position the Company for new growth opportunities. His leadership has helped guide the Company through a range of challenges and accomplishments and we are pleased that he has agreed to remain as an advisor to the Company. We wish him success in his future endeavors.”

“I am proud of what we have been able to achieve during my tenure at TigerLogic, however I look forward to the opportunity to pursue my other interests,” said Mr. Baab. “I continue to believe in the Company’s products and business prospects and will assist in the successful transition to my successor.”

About TigerLogic Corporation

TigerLogic Corporation (Nasdaq: TIGR), has been providing reliable data management and rapid application deployment solutions for ISVs and developers of database applications for more than three decades. TigerLogic’s product offerings include: 1) TigerLogic^® ChunkIt!, an internet browser-based application that enhances the search experience of any popular search engine or Web page; 2) TigerLogic^® XML Data Management Server (XDMS), provides flexible, scalable and extensible XML data storage as well as query and retrieval of critical business data across a variety of structured and unstructured information sources; 3) Pick^® Universal Data Model (Pick UDM) based database management systems and components, including D3^®, mvEnterprise^® and mvBase^® that are the choice of more than a thousand application developers worldwide; and 4) Omnis Studio^®, a cross-platform, object-oriented RAD tool for developing sophisticated thick-client, Web-client or ultra thin-client database applications. TigerLogic’s installed customer base includes more than 500,000 active users representing more than 20,000 customer sites worldwide, with a significant base of diverse vertical applications. With employees and contractors worldwide, TigerLogic offers 24x7 customer support services and maintains an international presence. More information about TigerLogic and its products can be found at http://www.tigerlogic.com. Product details about ChunkIt! can be found at http://www.getchunkit.com.

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Except for the historical statements contained herein, the foregoing release may contain forward-looking statements. These forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the success of the Company’s research and development efforts to develop new products and to penetrate new markets, the market acceptance of the Company’s new products and updates, technical risks related to such products and updates, the Company’s ability to maintain market share for its existing products, the availability of adequate liquidity and other risks and uncertainties. Please consult the various reports and documents filed by the Company with the U.S. Securities and Exchange

Commission, including but not limited to the Company’s most recent reports on Form 10-KSB and Form 10-Q/QSB for factors potentially affecting the Company’s future financial results. All forward-looking statements are made as of the date hereof and the Company disclaims any responsibility to update or revise any forward-looking statement provided in this news release. The Company’s results for the quarter ended December 31, 2008 are not necessarily indicative of the Company’s operating results for any future periods.

TigerLogic, ChunkIt!, Raining Data, Pick, mvDesigner, D³, mvEnterprise, mvBase, Omnis, and Omnis Studio are trademarks of TigerLogic Corporation. All other trademarks and registered trademarks are properties of their respective owners.