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
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| Date of Report (Date of Earliest Event Reported): | | January 27, 2009 |
TeleCommunication Systems, Inc.
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(Exact name of registrant as specified in its charter)
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| Maryland | 000-30821 | 52-1526369 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 275 West Street, Annapolis, Maryland | | 21401 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 410/263-7616 |
Not Applicable
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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 January 27, 2009, the Board of Directors (the "Board") of TeleCommunication Systems, Inc. (the "Company"), upon recommendation of the Nominating and Governance Committee, voted to appoint Lt. Gen. Jan C. Huly, Richard A. Young and Thomas M. Brandt, Jr. to the Company's Board, effective January 27, 2009. The Board did not appoint any of the three new directors to serve on a committee at the time of the appointment. Each of the three new directors will serve until the next election of directors at the Company's 2009 annual meeting of stockholders.
Gen. Huly will receive customary fees for his service on the company's Board of Directors and the committees thereof, and will be eligible to participate in the Company's Amended and Restated 1997 Stock Incentive Plan. There is no arrangement or understanding between Gen. Huly and any other person pursuant to which Gen. Huly was appointed as a director of the Company, and there are no related party transactions between Gen. Huly and the Company.
Mr. Young currently is the Company's Executive Vice President and Chief Operating Officer, a position he has held since 1992. Mr. Brandt currently is the Company's Senior Vice President and Chief Financial Officer, a position he has held since 1997. Messrs. Young and Brandt have employment agreements with the Company and will not receive any additional compensation for their service on the Board.
A copy of the Company's press release announcing the appointments is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.
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 hereunto duly authorized.
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| | | TeleCommunication Systems, Inc. |
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| February 2, 2009 | | By: | | /s/ Bruce A. White
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| | | | | Name: Bruce A. White |
| | | | | Title: Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Press Release of TeleCommunication Systems, Inc., dated February 2, 2009 |
