UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2007
Activant Solutions Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 333-49389 | | 94-2160013 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
7683 Southfront Road
Livermore, California 94551
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (925) 449-0606
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:
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))
Explanatory Note
This Amendment No. 1 (this “Amendment”) hereby amends the Current Report on Form 8-K of Activant Solutions Inc. (the “Company”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2007 (the “Report”), in connection with the appointment of Mr. Brad Henske as a director of the Company and Activant Group Inc. (“Activant Group”), the parent corporation of the Company, and Chairman of the Boards of Directors of the Company and Activant Group. The information previously disclosed in the Report is incorporated by reference into this Amendment.
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2007, Mr. Brad Henske executed and delivered the Company’s form of indemnification agreement for directors and executive officers, to be effective as of November 14, 2007.
The indemnification agreement provides that the Company and Activant Group Inc, which we refer to together as “Activant,” will indemnify and advance expenses to the indemnified officers and directors, or the indemnitees, to the fullest extent provided under the Company’s and Activant Group’s certificate of incorporation and bylaws, as in effect from time to time. The Company and Activant Group will not, without the prior written consent of each indemnitee, adopt any amendment to their respective certificates of incorporation, which would adversely affect the rights of the indemnitees, except as required by law. The right of such indemnitee to receive indemnification and advancement of expenses under this agreement is not exclusive of any other right, to which the indemnitee may, at any time be entitled. The agreement is valid for so long as such indemnitee serves as an officer or director of Activant, or at its request, any other entity, and terminates upon the later of (a) the expiration of six (6) years after the latest date that such indemnitee ceases to serve as an officer or director, (b) the final termination of all pending proceedings in respect of which such indemnitee is granted rights of indemnification or advancement of expenses, or (c) the expiration of all statutes of limitation applicable to possible claims arising out of such indemnitee’s status as an officer or director of Activant. The terms and provisions of the indemnification agreement are binding upon Activant’s successors and assigns.
The foregoing summary of the material terms of the indemnification agreement is qualified in its entirety by reference to the form of indemnification agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2007.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Boards of Directors of the Company and Activant Group also elected Mr. Henske as the Chair of the Compensation Committee of the Boards for fiscal year 2008, effective as of November 2, 2007. Other than as disclosed in the Report and this Amendment, Mr. Henske is not party to any transaction, arrangement or relationship requiring disclosure under Item 404(a) of Regulation S-K.
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.
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| | ACTIVANT SOLUTIONS INC.
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| | By: | /S/ TIMOTHY F. TAICH | |
| | Name: | | Timothy F. Taich | |
| | Title: | | Vice President and General Counsel | |
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Date: November 15, 2007
