-----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, QTGDxN4OIrRmaJYW2X2rIDQd/tO5ORQksdK5tL3pR2JhHxnvDSEQ446tEWLFVx9T mQdtczM13Egazb17o/NtJA== 0001181431-06-005236.txt : 20060124 0001181431-06-005236.hdr.sgml : 20060124 20060124155201 ACCESSION NUMBER: 0001181431-06-005236 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060109 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060124 DATE AS OF CHANGE: 20060124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAM INC CENTRAL INDEX KEY: 0000863650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581878070 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26962 FILM NUMBER: 06546461 BUSINESS ADDRESS: STREET 1: 1600 RIVEREDGE PARKWAY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7709800888 MAIL ADDRESS: STREET 1: 1600 RIVEREDGE PKWY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: A D A M SOFTWARE INC DATE OF NAME CHANGE: 19950919 8-K/A 1 rrd104459.htm BONUS AMENDMENT Prepared By R.R. Donnelley Financial -- Form 8-K/A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K/A
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  01/09/2006
 
A.D.A.M., Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-26962
 
Georgia
  
58-1878070
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1600 Riveredge Parkway, Suite 800, Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
 
770-980-0888
(Registrant’s telephone number, including area code)
 
(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))
 

Information to be included in the report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
EXPLANATORY NOTE

A.D.A.M., Inc. (the "Company") is filing this Amendment No. 1 to its current Report on Form 8-K, dated January 9, 2006, to amend the one-time bonus amount paid to Mr. Cramer by the Company. The Company amends Item 1.01 of the Company's Current Report on Form 8-K, dated Janaury 9, 2006, to read in its entirety as set forth below.

Amendment to Employment Agreement of Robert S. Cramer, Jr.

On January 9, 2006, Robert S. Cramer, Jr. and A.D.A.M., Inc. (the "Company") entered into a Second Amendment (the "Second Amendment") to the Second Amended and Restated Employment Agreement dated May 10, 2005, as amended by an Amendment to the Second Amended and Restated Employment Agreement dated October 3, 2005 (as amended, the "Original Agreement"). Under the terms of the Second Amendment Mr. Cramer will no longer serve as Chief Executive Officer of the Company but shall continue to serve as the Company's Chairman. Mr. Cramer's annual base salary was reduced from $250,000 to $175,000.

On December 28, 2005, the Company paid Mr. Cramer a one-time bonus of $316,820, less applicable withholdings, in full satisfaction of the Company's obligation to pay Mr. Cramer additional Non-Discretionary Bonuses pursuant to Section 2.2 of the Original Agreement. Mr. Cramer remitted the net proceeds from this one-time bonus payment back to the Company in full satisfaction of Mr. Cramer's obligations for payment of principal and interest under a full-recourse promissory note with an original principal balance of approximately $341,000 made by Mr. Cramer in favor of the Company on May 30, 2001.

Amendment to Employment Agreement of Kevin S. Noland

On January 9, 2006, Kevin S. Noland and the Company entered into a Third Amendment (the "Third Amendment") to the Employment Agreement dated February 21, 2002, as amended by a First Amendment to Employment Agreement dated March 14, 2005 and further amended by a Second Amendment to Employment Agreement dated October 3, 2005 ( as amended, the "Employment Agreement"). Under the terms of the Third Amendment, the Noland will serve as the Chief Executive Officer of the Company, in addition to his position as President of the Company.

 

 

Signature(s)
 
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.
 
      
 
A.D.A.M., Inc.
 
 
Date: January 23, 2006
     
By:
 
/s/    Kevin S. Noland
               
Kevin S. Noland
               
President and Chief Executive Officer
 
 
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