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): November 28, 2014
FALCONSTOR SOFTWARE, INC. |
| (Exact name of registrant as specified in its charter) |
| | | |
| | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
2 Huntington Quadrangle, Melville, New York | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 631-777-5188
|
| (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 (see General Instruction A.2. below):
o 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 1.01 | Entry Into A Material Definitive Agreement |
On November 28, 2014, the Company entered into an agreement to purchase 4,298,533 shares of Company common stock from the Estate of ReiJane Huai for a total purchase price of $4,685,400.97. The Company will take those shares into Treasury and the number of shares of FalconStor Software, Inc., common stock issued and outstanding will be decreased by 4,298,533.
The transaction is expected to be completed by December 3, 2014.
The Stock Purchase Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
| | Exhibit Number | Description |
| | 99.1 | Stock Purchase Agreement dated November 28, 2014, between FalconStor Software, Inc., and Shu-Wen Huai, Executor of the Estate of ReiJane Huai, Deceased |
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.
| Date: December 1, 2014 | |
| | |
| | By: | |
| | | Name: | Louis J. Petrucelly |
| | | Title: | Chief Financial Officer , Executive Vice President and Treasurer |
