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)July 18, 2017
Datawatch Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-19960 | 02-0405716 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | |
| 4 Crosby Drive | |
| Bedford, Massachusetts | 01730 |
| (Address of Principal Executive Offices) | (Zip Code) |
(978) 441-2200
(Registrant’s Telephone Number, Including Area Code)
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 (seeGeneral Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On July 19, 2017, Datawatch Corporation (“Datawatch”) issued a press release reporting its financial results for itsquarter ended June 30, 2017. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in this Item 2.02, including in Exhibit 99.1 attached hereto and incorporated herein by reference, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission (“SEC”) made by Datawatch, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)Appointment of New Director
The Board of Directors (the “Board”) of Datawatch has appointed Colin P. Mahony to serve as a director of the corporation, effective July 18, 2017. Upon his appointment to the Board, Mr. Mahony will become a member of the Board’s Corporate Governance and Nominating Committee and its Compensation and Stock Committee.
As a non-employee director, Mr. Mahony is entitled to compensation pursuant to Datawatch’s director compensation policies described beginning on page 8 of the Revised Proxy Statement on Schedule 14A filed by Datawatch with the SEC on March 3, 2017. In accordance with such policies, Mr. Mahony received effective upon his election restricted stock units for 7,000 shares of Datawatch common stock, which will vest in annual installments over the three years following August 1, 2017. The agreement setting forth the terms and conditions of such grant is in substantially the same form as the Restricted Stock Unit Agreements entered into by Datawatch’s other non-employee directors in connection with similar grants. Such form was filed as Exhibit 10.29 to Datawatch’s Annual Report on Form 10-K filed with the SEC on December 22, 2011, and is incorporated herein by reference.
In connection with his appointment, Mr. Mahony also entered into an indemnification agreement with Datawatch (the “Indemnification Agreement”), in substantially the same form as the indemnification agreements entered into by the other non-employee directors on the Board. The Indemnification Agreement will require Datawatch to indemnify Mr. Mahony for any and all expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement which are actually and reasonably incurred by him in connection with any threatened, pending or completed proceeding arising out of Mr. Mahony’s status as a director of Datawatch. In addition, the Indemnification Agreement will require Datawatch to advance expenses incurred by Mr. Mahony in connection with any proceeding against him with respect to which he may be entitled to indemnification by Datawatch. A form of the Indemnification Agreement was filed with the Securities Exchange Commission as Exhibit 10.1 to Datawatch’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and is incorporated herein by reference.
Datawatch has issued a press release announcing Mr. Mahony’s appointment, a copy of which is included with this report as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is furnished as part of this report:
| Exhibit No. | Description |
| | |
| 99.1 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
| | |
| 99.2 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
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.
| | DATAWATCH CORPORATION |
| | | |
| | | |
| | By: | /s/ James Eliason |
| | Name: | James Eliason |
| | Title: | Chief Financial Officer |
Date: July 19, 2017
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 99.1 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
| | |
| 99.2 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
