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 31, 2008
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COMTEX NEWS NETWORK, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-10541 13-3055012
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
625 N. Washington Street, Suite 301, Alexandria, Virginia 22314
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 820-2000
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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 (see General 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))
Item 1.01 Entry into a Material Definitive Agreement
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On October 31, 2008, Comtex News Network, Inc. (the "Company") entered into
a new employment agreement (the "Agreement") with its President and Chief
Executive Officer, E.W. "Chip" Brian, III (the "Officer"). The Agreement is for
a two-year term, effective October 1, 2008, and may be extended by written
agreement between the parties. The Officer will receive an annual base salary of
$235,000, to be increased to $250,000 on October 1, 2009. The Officer is
eligible for annual and incentive bonuses, and is eligible to participate in
Company-sponsored employee benefit plans.
The Officer currently owns an option to purchase Seven Hundred Fifty
Thousand shares of Company common stock ("Option") granted under the Company's
option plans, the exercise price of which is higher than the current trading
price of the Company's shares. Officer has agreed to forfeit said Option in
exchange for a grant of Five Hundred Thousand (500,000) shares of unregistered
Company common stock, par value $0.01, all of which was effective as of October
31, 2008.
Under the Agreement, upon the Officer's termination for any reason other
than for cause or voluntarily by the Officer without good reason during the
one-year period subsequent to an occurrence of a change in control (as defined
in the Agreement), the Company shall pay the Officer a cash lump sum equal to
the greater of his annual base salary or the remainder of the term of the
Agreement. The Agreement also contains non-competition and non-solicitation
provisions.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Shell Company Transactions. Not Applicable
(d) Exhibits. None
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.
COMTEX NEWS NETWORK, INC.
DATE: November 3, 2008 By: /s/Paul J. Sledz
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Paul J. Sledz
Treasurer