SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
DECEMBER 12, 2006 (DECEMBER 6, 2006)
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
37650 PROFESSIONAL CENTER DRIVE
SUITE 145A
LIVONIA, MICHIGAN 48154 (734)-779-9000
(Address of principal (Registrant's telephone number,
executive offices) including area code)
NOT APPLICABLE
(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.
[ ] 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 December 6, 2006, Catuity Inc. (the "Company") entered into an
employment agreement with Debra R. Hoopes. On January 2, 2007, Ms. Hoopes will
become the Company's Chief Financial Officer and Senior Vice President. The
following brief description of this employment agreement is qualified in its
entirety by reference to the full text of the agreement, a copy of which is
attached as Exhibit 10.1
Ms. Hoopes' employment agreement is for an initial term commencing on
January 2, 2007 and ending on December 31, 2009. The employment agreement is
automatically renewable for successive one year terms thereafter unless either
party timely terminates the agreement. Pursuant to the employment agreement, Ms.
Hoopes is paid an annual base salary of $185,000, which will be reviewed
annually by the Company's Chief Executive Officer and Board of Directors. In
addition to her base salary and in accordance with the terms of her employment
agreement, Ms. Hoopes is entitled to certain incentive-based compensation
payable in shares of the Company's common stock if the Company satisfies certain
performance criteria.
In addition and subject to stockholder approval, Ms. Hoopes is entitled to
receive: (1) options to purchase 25,000 shares of the Company's common stock
(the "Options") at an exercise price equal to the volume weighted average of the
trading price of the Company's common stock on the Nasdaq small cap market
("Nasdaq") during the thirty calendar days preceding (and ending on) December 6,
2006 (the "Initial Market Price"). Twenty-five percent of the Options will
vest on each of January 2, 2007 and December 31, 2007 and the remaining fifty
percent will vest on December 31, 2008; and (2) 50,000 shares of restricted
stock (the "Restricted Stock"). One-third of the shares Restricted Stock will
vest when the thirty calendar day volume weighted average trading price of the
Company's common stock on Nasdaq (the "30-day VWAP") exceeds two times the
Initial Market Price, one-third of the shares of Restricted Stock will vest when
the 30-day VWAP exceeds three times the Initial Market Price and the remaining
one-third of the shares of Restricted Stock will vest when the 30-day VWAP
exceeds four times the Initial Market Price.
On January 2, 2007, Ms. Hoopes will assume the role of the Company's Chief
Financial Officer based in Charlottesville Virginia. John H. Lowry, III, the
Company's current Chief Financial Officer, based in Detroit Michigan, will
remain with the Company to assist with the transition of the Company's finance
and administrative functions from Detroit to Charlottesville.
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 thereunto duly authorized.
CATUITY INC.
(Registrant)
By /s/ Alfred (John) Racine
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Alfred (John) Racine
Chief Executive Officer and President
Date: December 12, 2006
1
CATUITY INC.
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement dated December 6, 2006 by and between the
Company and Debra Hoopes