-----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, BcTqBzhYCSQogZDlIZ9Qy+FXJZuiCEWI//xfoV/bZi2YmTvV65GnhmQIymvM87K+ othUTRPHHdUDuZ30RDcLpw== 0001201800-08-000004.txt : 20080109 0001201800-08-000004.hdr.sgml : 20080109 20080109163955 ACCESSION NUMBER: 0001201800-08-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071223 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080109 DATE AS OF CHANGE: 20080109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIRECT INSITE CORP CENTRAL INDEX KEY: 0000879703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112895590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 08520910 BUSINESS ADDRESS: STREET 1: 80 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 631-873-2900 MAIL ADDRESS: STREET 1: 80 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER CONCEPTS CORP /DE DATE OF NAME CHANGE: 19930328 8-K 1 diri8kbeecher.txt 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: December 23, 2007 ----------------- (Date of earliest event reported) DIRECT INSITE CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 0-20660 11-2895590 - ------------------------------------------------------------------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 80 Orville Drive, Bohemia, NY 11716 ----------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 873-2900 -------------- ---------------------------------------------------- (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-4c under the Exchange Act (17 CFR 240.13e-4c) Item 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 23, 2007, the Company entered into an amendment to the Services Agreement with its Chief Financial Officer, Michael J. Beecher, for a term ending on December 31, 2009. The agreement calls for compensation of $14,583 per month, and the granting of 2,500 shares of restricted common stock per month commencing on December 1, 2007 and ending on December 31, 2009. The agreement further provides for certain severance benefits in the event of termination prior to the expiration date. Item 9.01 Financial Statements and Exhibits 10.1 Services Agreement effective as of December 23, 2007 between Direct Insite Corp. and Michael J. Beecher. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIRECT INSITE CORP. By: /s/ Matthew E. Oakes ------------------------------------ Matthew E. Oakes Executive Vice President and Chief Operating Officer Dated: January 9, 2008 EX-10.1 2 di8kbeecher-ex10.txt AGREEMENT SERVICES AGREEMENT AMMENDMENT #1 This Amendment (#1), dated December 1st, 2007("the Amendment Date"), is between Michael Beecher ("Beecher" or "the Executive") and Direct Insite Corp. ("DIRI"), and amends the Services Agreement between the parties dated August 1st, 2006, (the "Agreement"). RECITALS -------- WHEREAS, DIRI and BEECHER entered into the Agreement and now desire to amend the Agreement in certain respects, with this Amendment to be effective on and after December 1st, 2007, (the "Amendment Effective Date"); NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DIRI and BEECHER agree to amend the sections of the Agreement as follows: 3. Term. Subject to earlier termination on the terms and conditions hereinafter provided, the term of this Services Agreement shall be from August 1st, 2006 until December 31st, 2009. Upon mutual written agreement of both Parties this Services Agreement may be extended until December 31st, 2010. 4. Compensation. For all services rendered by BEECHER under this Agreement, compensation shall be paid to BEECHER as follows: (a) Effective the date of this Amendment and for the remaining term of the Agreement BEECHER shall receive $14,583.33 per month as compensation. Prior stock options awards to purchase shares of Direct Insite Corp. common stock shall continue to vest ratably on a monthly basis to July 31st, 2008. Effective December 1st, 2007 until December 31st, 2009 BEECHER shall receive a monthly stock grant in the amount of (2,500) shares of Direct Insite Corp. restricted common stock, such restriction shall be removed upon termination of this Agreement. 6. Severance Benefits. c) The severance benefits under this section in the event of 1.) termination by the Company without cause or 2.) by BEECHER for Good Reason within twelve months following a "Change of Control," as defined in Section 14 of the Agreement, shall consist of the immediate vesting of all unvested shares of common stock and options, and the removal of any restriction upon any shares of common stock held in BEECHER's name. "Good Reason" is defined as (i) a material reduction of the Executive's authority, duties or responsibilities and the Executive has provided the Company with reasonable notice and an opportunity to cure, (ii) a reduction in the Executive's base salary or (iii); any failure of the Company materially to comply with and satisfy the terms of this Agreement. In the event of termination for cause by the Company or voluntary termination without good reason by BEECHER, unvested restricted stock amounts shall be forfeited. d) In the event that Company elects to terminate this agreement without cause then as severance the Company will pay to BEECHER the equivalent of twelve months salary upon the date of termination of this Agreement. Definitions. Capitalized terms used in the Amendment, to the extent not otherwise defined in this Amendment, shall have the same meanings as in the Agreement. Ratifications. The terms and provision set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement. The terms and provisions of the Agreement, as expressly modified and superseded by this Amendment, are ratified and confirmed and shall continue in full force and effect, and shall continue to be legal, valid, binding and enforceable obligations of the parties. Counterparts. This Amendment may be executed in several counterparts, all of which taken together shall constitute a single agreement between the parties. IN WITNESS WHEREOF, BEECHER and DIRI have caused this Amendment to be executed as of the date first set forth above. ACCEPTED AND AGREED TO BY: DIRECT INSITE CORP. MICHAEL J. BEECHER By: /s/ James Cannavino By: /s/ Michael J. Beecher ----------------------------- --------------------------- Name: James Cannavino Name: Michael J. Beecher Title: Chairman & CEO Title: CFO Date: Dec 23, 2007 Date: 12/20/2007 ----------------------------- --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----