-----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, UpLz7gQ2cIulZ9wRhKkxZcAXsGBv92k1SgzNYfLzirB8XkIWpTe4OLxj6BS1F+PA fY5abGGnMhK5Xa4o2A9BAA== 0000894579-07-000222.txt : 20070521 0000894579-07-000222.hdr.sgml : 20070521 20070521114657 ACCESSION NUMBER: 0000894579-07-000222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070516 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: 20070521 DATE AS OF CHANGE: 20070521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wayside Technology Group, Inc. CENTRAL INDEX KEY: 0000945983 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 133136104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26408 FILM NUMBER: 07866844 BUSINESS ADDRESS: STREET 1: 1157 SHREWSBURY AVE CITY: SHREWSBURY STATE: NJ ZIP: 07702 BUSINESS PHONE: 7323898950 MAIL ADDRESS: STREET 1: 1157 SHREWSBURY AVE CITY: SHREWSBURY STATE: NJ ZIP: 07702 FORMER COMPANY: FORMER CONFORMED NAME: PROGRAMMERS PARADISE INC DATE OF NAME CHANGE: 19950531 8-K 1 wtg305457form8k.htm FORM 8-K - WAYSIDE TECHNOLOGY GROUP, INC. Wayside Technology Group, Inc. Form 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): May 16, 2007

 

Wayside Technology Group, Inc.

(Exact name of Registrant as specified in its charter)

 
 

Delaware

000-26408

13-3136104

(State of Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

1157 Shrewsbury Avenue, Shrewsbury, New Jersey

07702

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (732) 389-8950

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 May 16, 2007, Jeffrey Largiader resigned from his position as Vice President Marketing and Business Development of Wayside Technology Group, Inc. (the "Company"). The resignation is effective as of the close of business on May 16, 2007. Following Mr. Largiader's resignation, he will be available as a consultant to the Company.

In connection with Mr. Largiader's resignation, the Company issued a letter to Mr. Largiader (the "Resignation Letter") on May 16, 2007. Pursuant to the Resignation Letter, the Company will pay Mr. Largiader his current salary of $150,000 (plus payments for unused vacation time) in 24 equal bi-weekly installments, Mr. Largiader will be entitled to participate in the Company's 401(k) plan for one year following the termination, and Mr. Largiader will be entitled to own all shares of the Company's capital stock owned by him at the time of termination as well as any vested options for such shares, which options are exercisable for one year. A copy of the Resignation Letter is attached hereto as Exhibit 10.46 and is incorporated herein by reference. Additionally, pursuant to the Resignation Letter, on May 18, 2007, in exchange for the benefits under the Resignation Letter, Mr. Largiader executed a General Release (the "General Release") with the Company pursuant to which Mr. Largiader releases the Company from all claims pertaining to his employment up to the date of the General Release. Until May 25, 2007, Mr. Largiader may revoke the provisions of the General Release. If the General Release is not so revoked, the General Release will become enforceable and effective beginning May 26, 2007. A copy of the General Release is attached hereto as Exhibit 10.47 and is incorporated herein by reference.

The Company is currently evaluating potential successors to Mr. Largiader.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

 
     
 

10.46

Resignation Letter, dated May 16, 2007, from Wayside Technology Group, Inc. to Jeffrey Largiader

     
 

10.47

General Release, dated May 18, 2007, between Jeffrey Largiader and Wayside Technology Group, Inc.

 

SIGNATURE

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.

 

Wayside Technology Group, Inc.

     

Dated: May 21, 2007

By:

/s/ Simon F. Nynens

   

Simon F. Nynens

   

President and Chief Executive Officer

 

Index to Exhibits

Exhibit No.

Description

   

10.46

Resignation Letter, dated May 16, 2007, from Wayside Technology Group, Inc. to Jeffrey Largiader

   

10.47

General Release, dated May 18, 2007, between Jeffrey Largiader and Wayside Technology Group, Inc.

 

 

 

 

EX-10 2 exh1046.htm EXHIBIT 10.46 - RESIGNATION LETTER Exhibit 10.46 to Form 8-K

Exhibit 10.46

Wayside Technology Group

 

 

May 16, 2007

Mr. Jeffrey Largiader
13 Shirley Ann Drive
Ocean, NJ 07712

Dear Jeffrey:

Effective immediately, your employment with Wayside Technology Group, Inc is terminated per your resignation letter dated 5/16/2007.

You shall receive a payment equal to any accrued yet unused vacation time. You are also eligible to receive 1 year pay as severance, participation in Wayside Technology 401(k) for one year, use of company provided Blackberry and computer for the transition period of one year from 5/17/2007. You are also entitled to all shares of company stock owned as well as stock options vested, and have the one (1) year period to exercise these options.  In exchange for the above severance you must execute the enclosed release and return it to MaryBeth Auleta within 21 days. According to our records, you are eligible to receive the following:  payment for 23 vacation days, and 1 year severance which will be paid out in twenty-four (24) equal bi-weekly installments.

Demand is hereby made that you refrain from discussing the termination benefits set forth herein with anyone other than your spouse, attorney or accountant. I would like to remind you of your common law obligations to refrain from disclosing any confidential and proprietary information of the company.

Sincerely,

 
   
/s/ Simon F. Nynens  

Simon F. Nynens

 

Chairman & CEO

 
   

Enclosure

 

 

 

 

1157 Shrewsbury Avenue - Shrewsbury, New Jersey 07702 - 732.389.0932 - www.waysidetechnology.com

 

EX-10 3 exh1047.htm EXHIBIT 10.47 - GENERAL RELEASE Exhibit 10.47 to Form 8-K

Exhibit 10.47

GENERAL RELEASE

I, Jeffrey Largiader, acknowledge an offer of severance pay pursuant to the May 16, 2007 letter from Simon F. Nynens. I understand that as a condition of my receipt of such severance payments, I hereby agree to waive any and all claims arising out of my employment at Wayside Technology Group, Inc. and their affiliates, their successors, subsidiaries, officers, directors, employees and agents (the "Releasees") as of the date on which I sign this Acknowledgment. This means that I release and give up all claims and rights, including those of which I am not aware, which I may have, against the Releasees resulting from anything which has happened up to the date on which I sign this document. I specifically release any and all claims and rights which I may have against Releasees under any state or federal statute or regulation, including but not limited to the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the Americans with Disabilities Act, Titles I through VII of the federal Civil Rights Act, the Age Discrimination in Employment Act, the Employee Ret irement Income Security Act, state and federal Family Medical Leave Acts, state and federal wage and hour laws, and all other state, federal or local laws prohibiting employment discrimination. This also includes a release of all claims arising out of the common law, tort law, (such as wrongful discharge, intentional or negligent infliction of emotional distress, or defamation,) arising under any express or implied contracts with Releasees.

I will not seek any further consideration from Releasees for making this General Release, including but not limited to attorney's fees or costs of suit. I am bound by this General Release. Anyone who succeeds to my rights and responsibilities is also bound. This General Release is made for the benefit of Releasees and all who succeed to their rights and responsibilities.

 

I further acknowledge and agree that, in deciding to execute this General Release, I have relied entirely upon my own judgment and/or the judgment of such lawyers and other personal advisors that I have chosen to consult, that I have read this General Release, that I have been given sufficient opportunity to consider all terms and effects and to consult with, and to ask any questions that I may have of anyone, including legal counsel and other personal advisors of my own choosing, that I have consulted legal counsel of my own choosing, and that I have executed this General Release voluntarily and with full understanding of its terms and effects. I specifically acknowledge that I understand that the General Release is a legally binding document and that by signing the document, I am prevented from filing, commencing, assisting in or maintaining any action, complaint, charge, grievance, arbitration or other proceeding against Relea sees relating to my employment, workplace and work environment. I further agree that no fact, evidence, event or transaction currently unknown to me but which hereafter may become known to me shall affect in any way or manner the final and unconditional nature of this General Release. If I breach any of the promises I made in this General Release in any way whatsoever, I agree to pay for all costs incurred by Releasees in defending my claims including reasonable attorney fees.

2

I have been advised to consult with an attorney prior to executing this General Release. I acknowledge and agree that I have been given a period of at least twenty-one (21) days within which to consider this General Release, that I am competent to execute this General Release, that I have carefully read and fully understand this General Release, and that I have executed it voluntarily and with the full understanding of its terms and consequences. I have the right to revoke this General Release within seven (7) days of signing it by sending or causing to be sent, by either hand deliver or overnight express mail, a written revocation to MaryBeth Auleta of the Human Resources Department. If I revoke this General Release within the seven (7) day period, it shall be of no force and effect, and I agree to promptly repay or return any severance payments or benefits received. This General Release shall become enforceable and effective eight (8) days after I sign the General Release. On the eighth (8th) day from the date that I sign this General Release, I no longer have the right to revoke any of the provisions of this General Release.

PLEASE READ CAREFULLY. THIS GENERAL RELEASE IS A THREE PAGE DOCUMENT, A LEGALLY BINDING AGREEMENT AND INCLUDES RELEASES OF ALL KNOWN AND UNKNOWN CLAIMS.

 

EMPLOYEE   EMPLOYER:
       
       
/s/ Jeffrey Largiader  

By:

/s/ Simon F. Nynens
     

Simon F. Nynens

       
05/18/2007     05/17/2007

DATED:

   

DATED:

       
       

 

3

 

 

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