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
Date of Report (Date of earliest event reported)September 24, 2014
DATARAM CORPORATION
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 1-8266 | 22-18314-09 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| ROUTE 571, P.O. BOX 7258, PRINCETON, NJ | 08543-7528 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code | (609) 799-0071 |
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| (Former name or former address, if changed since last report.) |
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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 CFR240.13e-4(c)) |
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 24, 2014, Dataram Corporation (the “Company”) amended its terms of employment with Anthony Lougee, its Controller, to include a severance arrangement for termination without “Cause”, as such term is defined in the agreement. If Mr. Lougee should be terminated without Cause, the Company would be required to pay Mr. Lougee an amount equal to one year’s base salary, plus the bonus amount from the previous year, if any. Mr. Lougee’s severance arrangement is consistent with the severance arrangements with the Company’s other officers and management personnel. The Severence Payment Agreement is attached asExhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| 10.1 | Form of Severance Payment Agreement Dated September 24, 2014 |
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. |
| | | DATARAM CORPORATION |
| | | (Registrant) |
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| Date: September 24, 2014 | | /s/Marc P. Palker | |
| | | (Signature) |
| | | Marc P. Palker
Chief Financial Officer | |
