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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 3, 2004
BINDVIEW DEVELOPMENT CORPORATION
(Exact name of registrant as specified in charter)
TEXAS 000-24677 76-0306721
(State of Incorporation) (Commission File No.) I.R.S. Employer Identification No.)
5151 SAN FELIPE, 25TH FLOOR
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 561-4000
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 Security 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.
On November 3, 2004, BindView Development Corporation ("BindView" or
"us") entered into a Separation Agreement with David S. Flame, our former Vice
President - Americas Sales and Field Operations, effective November 2, 2004. The
agreement recites that Mr. Flame is resigning voluntarily, effective November 2,
2004, in the mutual best interests of himself and the Company. It provides,
among other things, that (a) Mr. Flame will receive severance benefits as though
he were resigning for good reason, as provided in the employment agreement and
change of control agreement previously entered into between him and the Company,
including without limitation receiving severance payments equal to his base
salary, along with health insurance, for nine months after his resignation date;
(b) the Company will pay Mr. Flame commissions on audited revenues, from
already-initiated sales in his former sales territory that are closed on or
before December 31, 2004, in accordance with the Company's previous commission
plan; (c) the Company will pay Mr. Flame a pro-rata share of achievement-based
variable compensation where he achieved the required performance targets on or
before October 31, 2004 and would have been paid the associated variable
compensation had he remained at the Company through December 31, 2004; and (d)
Mr. Flame's noncompetition period under his employment agreement is reduced from
twelve months to nine months. The Separation Agreement is filed as an exhibit
with this Current Report; the foregoing description is qualified in its entirety
by reference to such exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits to this report are as follows:
EXHIBIT NO. DESCRIPTION
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10.1 Separation Agreement between the Company
and David S. Flame, effective November 2, 2004
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 hereunto duly authorized.
BINDVIEW DEVELOPMENT CORPORATION
Dated: November 8, 2004 By: /s/ ERIC J. PULASKI
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Eric J. Pulaski,
Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibits designated by the symbol + are management contracts or
compensatory plans or arrangements.
We undertake to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to us of the reasonable costs incurred by
us in furnishing any such exhibit.
Exhibit Description
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10.1 + Separation Agreement between the Company
and David S. Flame, effective November 2, 2004