UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2008
DATARAM CORPORATION
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(Exact name of registrant as specified in charter)
New Jersey 1-8266 22-18314-09
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State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
Route 571, P. O. Box 7258, Princeton, NJ 08543-7528
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
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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:
[ ] 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 Directors or Certain Officers;
Appointment of Certain Officers
In a press release dated May 12, 2008, the Company announced that its
Board of Directors has appointed a current director of the Board, John H.
Freeman, to the position of President and Chief Executive Officer of the
Company, as of May 7, 2008. Mr. Freeman succeeds Robert V. Tarantino, who
has served as President and Chief Executive Officer since 1986. The Board
agreed to hire Mr. Freeman as President and Chief Executive Officer for a
term of one year, with automatic renewal terms of one year each. Mr.
Freeman's base salary is $275,000 annually. He is eligible biannually for
a bonus of up to 50% of his base salary, as determined by a review of the
Company's Compensation Committee, and also for a year-end bonus at the
conclusion of fiscal year if his performance exceeds expectations. Mr.
Freeman receives three weeks paid vacation and is entitled to participate
in any of the Company's present and future life insurance, disability
insurance, health insurance, pension retirement and similar plans as well.
The Board has hired Mr. Freeman based on the agreement that he accepts
certain non-solicitation, non-competition and non-disparagement
restrictions.
On May 7, 2008, the Company's Board of Directors granted Mr. Freeman
an option to purchase 150,000 shares of Dataram common stock, at the price
of $3.20 per share, the closing market price on May 7, 2008. Options to
purchase the first 37,500 shares become exercisable on November 7, 2008,
and options to purchase an additional 37,500 shares become exercisable on
each of May 7, 2009, November 7, 2009, and May 7, 2010. These options
expire on May 7, 2018.
Biographical Information. John H. Freeman, age 58, has been a
Director of the Company since 2005. Most recently he held the position of
Chief Operating Officer at Taratec, a technology and consulting services
company located in Bridgewater, N.J. Prior to that and for a period of 30
years, Mr. Freeman was an executive with IBM holding various positions in
worldwide sales, marketing and operations. Mr. Freeman holds a BA degree
from Syracuse University and a MS degree from Pennsylvania State
University.
Related Party Transactions. All transactions by the Company with a
director or executive officer must be approved by the Board of Directors if
they exceed $120,000 in any fiscal year. Apart from any transactions
disclosed above, the Company has entered into no such transaction with Mr.
Freeman during the present fiscal year. Any such transactions will be
entered into only if found to be in the best interest of the Company and
approved in accordance with the Company's Codes of Ethics, which are
available on Dataram's web site.
Item 9.01. Exhibits
99 Press Release dated May 12, 2008. (Furnished not filed)
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.
DATARAM CORPORATION
By: MARK MADDOCKS
Date: May 14, 2008 _____________________________________
Mark Maddocks, Vice President-Finance
and Chief Financial Officer