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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 1997
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Project Software & Development, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 0-23852 04-2448516
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
20 University Road, Cambridge, MA 02138
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 661-1444
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 10 Pages
Exhibit Index Located on Page 5
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ITEM 5. OTHER EVENTS.
On February 24, 1997, David M. Sample joined Project Software &
Development, Inc. ("PSDI") as Chairman of the Board, President and Chief
Executive Officer. On that date, Mr. Sample was elected to PSDI's six member
Board of Directors as a Class I Director. Dean Goodermote, formerly PSDI's
Chairman of the Board, remains a Director.
On February 5, 1997, PSDI issued a press release announcing that Mr. Sample
was joining PSDI to serve as President and Chief Executive Officer of PSDI, that
PSDI expected that Mr. Sample would be elected to serve on the Board of
Directors of PSDI and that Mr. Sample would begin serving in both such
capacities in late February. A copy of the press release is filed as Exhibit
20.1 to this report and is incorporated herein by reference.
In connection with Mr. Sample joining PSDI, PSDI has entered into an offer
letter with Mr. Sample dated January 30, 1997 (the "Offer Letter"). The Offer
Letter provides, among other things, that Mr. Sample will be paid a base salary
of $22,916.67 per month, subject to annual review beginning September 30, 1997,
and will generally be entitled to up to one hundred percent (100%) of his base
salary as a bonus under PSDI's Executive Bonus Plan depending upon PSDI's
performance. During the fiscal year ending 1997 any such bonus will be
pro-rated, but will be guaranteed to be at least sixty percent (60%) of the
maximum payable after such pro-ration. The Offer Letter also indicated that the
Compensation Committee of the Board of Directors of PSDI intended to grant Mr.
Sample a non-qualified stock option to acquire 200,000 shares of the common
stock, par value $.01 per share, of PSDI (the "Common Stock"), which will vest
with respect to twenty-five percent (25%) of the Common Stock covered by such
option after each year for a four year period. The Offer Letter also provides
that PSDI will pay one year's severance pay in the event of the termination of
Mr. Sample's employment under certain circumstances and that PSDI will cover
certain moving costs and extend to Mr. Sample an interest free loan of up to
$300,000 for use solely to acquire a new residence, which loan will be forgiven
with respect to one eighth of the amount thereof at the close of business on the
last business day of each calendar quarter thereafter if Mr. Sample is still
employed by PSDI. A copy of the Offer Letter is attached hereto as Exhibit 10.1.
On February 5, 1997, PSDI's Compensation Committee granted Mr. Sample such
non-qualified option to purchase 200,000 shares of Common Stock at an exercise
price of $42.50 per share.
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ITEM 7. EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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10.1 Offer Letter by and between Project Software &
Development, Inc. and David M. Sample dated
January 30, 1997
20.1 Press release of Project Software & Development, Inc.
dated February 5, 1997
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Signatures
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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 hereto duly authorized.
PROJECT SOFTWARE & DEVELOPMENT, INC.
/s/ Paul D. Birch
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Date: February 26, 1997 Paul D. Birch
Executive Vice President, Finance and
Administration and Chief Financial Officer
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Exhibit Index
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Page Number in
Exhibit Sequentially
Number Description Numbered Copy
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10.1 Offer Letter by and between Project Software & Development,
Inc. and David M. Sample dated January 30, 1997 6
20.1 Press release of Project Software & Development, Inc.
dated February 5, 1997 9
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