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): October 27, 2004
AUTHENTIDATE HOLDING CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 333-93711
DELAWARE | 14-1673067 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2165 Technology Drive
Schenectady, NY 12308
(Address and zip code of principal executive offices)
(518) 346-7799
(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: 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))
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Item 1.01 | Entry into a Material Definitive Agreement. |
The information regarding the employment arrangement for Surendra Pai included in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. | |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Effective November 15, 2004, Mr. Surendra Pai will become Chief Executive Officer and President of Authentidate Holding Corp. (“Authentidate”). He was appointed to the Board of Directors of Authentidate on October 27, 2004. | |
Biographical Information. Since April 2002, Mr. Pai has been the Chief Executive Officer of Enquera, Inc., a company he helped found to commercialize a high-speed data processing and analysis software platform for specialized applications in enterprise and scientific markets. Prior to that, he was the President and Chief Executive Officer of MobileQ, Inc., a provider of mobility software for enterprises and carriers from March, 2001 to October, 2001. In addition, Mr. Pai was Director – New Ventures/Corporate Strategy at Lucent Technologies, Inc. from July 1996 to April 1998 and was the founder of Lucent Digital Radio, Inc. in May 1998 and served as its President and Chief Executive Officer from May 1998 to August 2000. Lucent Digital Radio merged into Ibiquity Digital Corp. in August 2000, where he served as Co-Chairman of the Board until April, 2002. He has also served in various management roles with Digital Equipment Corporation and Booz-Allen & Hamilton. Mr. Pai received an M.E. degree from Indian Institute of Technology in New Delhi, India in 1984, a M.S. degree from the University of Massachusetts in 1986 and a M.B.A. from the Amos Tuck School of Business at Dartmouth College in 1992. Mr. Pai is 41 years old. | |
Employment Arrangements. Mr. Pai has entered into a two year employment agreement with Authentidate, dated October 27, 2004 and effective November 15, 2004. A copy of the employment agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K. The following is a description of Mr. Pai’s employment agreement.
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 27, 2004, Authentidate’s Board of Directors determined to change its fiscal year from December 31 back to June 30 commencing with the fiscal year ending June 30, 2005. In light of the fact that Authentidate historically reported its financial statements on the basis of a June 30 fiscal year and filed an Annual Report on Form 10-K for the fiscal year ended June 30, 2004 on September 13, 2004, it will continue to file all periodic reports under the Securities Exchange Act of 1934, as amended, on the basis of a June 30 fiscal year end. | |
Item 8.01 | Other Information |
On October 27, 2004, Authentidate issued a press release describing changes in its executive management team described in Item 5.02 of this Current Report on Form 8-K. The changes are effective November 15, 2004. In addition, on October 29, 2004, Authentidate issued a press release describing its decision to increase the size of it board of directors in order to elect two additional independent directors. A copy of the press release dated October 27, 2004 is attached as Exhibit 99.1 and a copy of the press release dated October 29, 2004 is attached as Exhibit 99.2. Additional information regarding the management changes is included in Item 5.02 of this Current Report on Form 8-K. | |
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) | Exhibits |
The following exhibits are filed or furnished herewith: |
10.1 | Employment Agreement between Authentidate Holding Corp. and Surendra Pai. | |
99.1 | Press Release dated October 27, 2004 | |
99.2 | Press Release dated October 29, 2004 |
SIGNATURE
AUTHENTIDATE HOLDING CORP. | ||
By: /s/ John J. Waters | ||
Name: John J. Waters | ||
Title: Executive Vice President – Chief Administrative Officer Date: October 29, 2004 |
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EXHIBIT INDEX
Exhibit Number | Description | |
10.1 | Employment Agreement between Authentidate Holding Corp. and Surendra Pai. | |
99.1 | Press Release dated October 27, 2004 | |
99.2 | Press Release dated October 29, 2004 |
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