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):
JANUARY 8, 2007 (JANUARY 2, 2007)
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CATUITY INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
37650 PROFESSIONAL CENTER DRIVE
SUITE 145A (734)-779-9000
LIVONIA, MICHIGAN 48154
(Address of principal (Registrant's telephone number,
executive offices) including area code)
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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 5.02 DEPARTURE OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER
Effective January 2, 2007, John H. Lowry, III resigned as Chief Financial
Officer of Catuity Inc. (the "Company"). Mr. Lowry was replaced by Debra Hoopes,
who will serve as the Company's Senior Vice President and Chief Financial
Officer. Mr. Lowry will remain employed by the Company for a limited period in
order to assist with the transition.
Ms. Hoopes, 46, was most recently the interim Chief Financial Officer of
Catcher Holdings, Inc., through her relationship with Tatum Partners and prior
to that was the Chief Financial Officer of Intersections Inc., a Chantilly,
Virginia-based company that provides credit reporting and identity theft
products for the consumer market. Ms. Hoopes has eight years of experience as
Chief Financial Officer or a senior financial officer in private equity backed
and public companies including Compel Holdings; CityNet Telecommunications; and
Winstar Telecommunications. Prior to that, Ms. Hoopes managed a line of
businesses for Cable & Wireless and was with MCI Communications. Ms. Hoopes
holds a B.S. in Accounting from Virginia Tech and an MBA in Finance from George
Washington University and is a CPA.
On December 6, 2006, the Company entered into an employment agreement with
Ms. Hoopes. The employment agreement took effect on January 2, 2007. 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 was
attached as Exhibit 10.1 to the Company's form 8-K filed on December 12, 2006.
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.
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/ Debra Hoopes
Debra Hoopes
Senior Vice President and Chief Financial Officer
Date: January 8, 2007
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