UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2009.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___.
Commission file number: 1-8266
DATARAM CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1831409
---------------------- ----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 7528, Princeton, New Jersey 08543-7528
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, $1.00 Par Value NASDAQ Stock Market
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of "accelerated filer and large accelerated filer
and smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell-company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the Common Stock held by non-affiliates
of the registrant calculated on the basis of the closing price as of the
last business day of the registrant's most recently completed second
quarter, October 31, 2008, was $11,352,555.
The number of shares of Common Stock outstanding on May 24, 2010 was
8,869,184 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Definitive Proxy Statement for Annual Meeting of Shareholders to be
held on September 24, 2009 (the "Definitive Proxy Statement") to be filed
within 120 days of the end of the fiscal year, except that Item 11 is
amended as set forth below.
(2) 2009 Annual Report to Security Holders
DATARAM CORPORATION
INDEX
Page
Explanatory Note
Part III
Item 11. Executive Compensation . . . . . . . . . . . . . __
Part IV
Item 15. Exhibits, Financial Statement Schedules . . . . __
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . __
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . __
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends our Annual
Report on Form 10-K for the fiscal year ended April 30, 2009, that was filed
with the Securities and Exchange Commission ("SEC") on July 28, 2009 (the
"Original Filing"). We are filing this Amendment to include information
under Item 11 of Part III for David A. Sheerr and not included in the
Original Filing.
Except as set forth in Part III below, no other changes are made to the
Original Filing. Unless expressly stated, this Amendment does not reflect
events occurring after the filing of the Original Filing, nor does it modify
or update in any way the disclosures contained in the Original Filing.
Throughout this report, references to "Dataram", the "Company", "we", "our",
or "us" refer to Dataram Corporation, unless the context otherwise indicates.
PART III
Item 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee of our Board of Directors is comprised of
all members of our Board of Directors, except the Chief Executive Officer.
The compensation committee's basic responsibility is to review the
performance of our management in achieving corporate goals and objectives
and to ensure that our executive officers are compensated effectively in a
manner consistent with our strategy and compensation practices. Toward that
end, the compensation committee oversaw, reviewed and administered all of
our compensation, equity and employee benefit plans and programs applicable
to executive officers.
Compensation Philosophy and Objectives
We operate in an extremely competitive and rapidly changing industry.
We believe that the skill, talent, judgment and dedication of our executive
officers are critical factors affecting the long-term value of our company.
Therefore, our goal is to maintain an executive compensation program that
will fairly compensate our executives, attract and retain qualified
executives who are able to contribute to our long-term success, induce
performance consistent with clearly defined corporate goals and align our
executives' long-term interests with those of our shareholders. We did not
identify specific metrics against which we measured the performance of our
executive officers. Our decisions on compensation for our executive
officers were based primarily upon our assessment of each individual's
performance. We relied upon judgment and not upon rigid guidelines or
formulas in determining the amount and mix of compensation elements for
each executive officer. Factors affecting our judgment include the nature
and scope of the executive's responsibilities and effectiveness in leading
our initiatives to achieve corporate goals.
Mr. Freeman, our Chief Executive Officer, as the manager of the members
of the executive team, assessed the individual contribution of each member
of the executive team, other than himself, and, where applicable, made a
recommendation to the compensation committee with respect to any merit
increase in salary, cash bonus, and option awards. The compensation
committee evaluated, discussed and modified or approved these
recommendations and conducted a similar evaluation of Mr. Freeman's
contributions to the Company.
During 2009 and beyond, our objective will be to provide overall
compensation that is appropriate given our business model and other criteria
to be established by the compensation committee. Some of the elements of
the overall compensation program are expected to include competitive base
salaries, short-term cash incentives and long-term incentives in the form of
options to purchase shares.
We expect that our Chief Executive Officer, as the manager of the
members of the executive team, will continue to assess the individual
contributions of the executive team and make a recommendation to the
compensation committee with respect to any merit increase in salary, cash
bonus pool allocations and the award of options to purchase shares. The
compensation committee will then evaluate, discuss and modify or approve
these recommendations and conduct a similar evaluation of the Chief
Executive Officer's contributions to corporate goals and achievement of
individual goals.
Role of Executive Officers and Compensation Consultants
Our Chief Executive Officer supports the compensation committee in its
work by providing information relating to our financial plans, performance
assessments and recommendation for compensation of our executive officers.
Mr. Freeman, while not a member of the compensation committee, is a member
of the Board of Directors. The compensation committee has not in recent
years engaged any third-party consultant to assist it in performing its
duties, though it may elect to do so in the future.
Principal Elements of Executive Compensation
Our executive compensation program currently consists of the three
components discussed below. There is no pre-established policy or target
for the allocation between either cash and non-cash or short-term and
long-term incentive compensation. Rather, the relevant factors associated
with each executive are reviewed on a case-by-case basis to determine the
appropriate level and mix of compensation.
Base Salaries. The salaries of our Chief Executive Officer and our
other executive officers are established based on the scope of their
responsibilities, taking into account competitive market compensation for
similar positions based on information available to the compensation
committee. We believe that our base salary levels are consistent with
levels necessary to achieve our compensation objective, which is to
maintain base salaries competitive with the market. We believe that
below-market compensation could, in the long run, jeopardize our ability to
retain our executive officers. Any base salary adjustments are expected to
be based on competitive conditions, market increases in salaries, individual
performance, our overall financial results and changes in job duties and
responsibilities.
Annual Bonus Compensation. We maintain an annual bonus program. The
award of bonuses to our executive officers is the responsibility of the
compensation committee and is determined on the basis of individual
performance. The annual bonus program is designed to reward performance
in a way that furthers key corporate goals and aligns the interests of
management with our annual financial performance.
Long-Term Incentive Compensation. The Company has established the
2001 Stock Option Plan (the "Plan") to provide employees of the Company
long-term equity incentive compensation, which we believe is in accordance
with our objective of aligning the interests of management with our
long-term performance. The Plan is administered by the compensation
committee. In recent years the committee has granted five year options with
an option price equal to the closing market price of the common stock on the
date of grant. These options become exercisable one year from the date of
grant. Generally the committee does not consider the actual profits from
the exercise of options awarded in the past in determining the amount of
awards to be made in the future. Rather the committee focuses upon expected
amounts that may be received by the executive pursuant to those options in
the future.
Share Ownership Guidelines
We currently do not require our directors or executive officers to own
a particular amount of our shares, although we do have a policy against
directors or officers taking a short position in the Company's stock. The
compensation committee is satisfied that the equity holdings among our
directors and executive officers are sufficient at this time to provide
motivation and to align this group's interests with our long-term performance.
Perquisites
Our executive officers participate in the same 401(k) plan and the same
life and health group insurance plans, and are entitled to the same employee
benefits, as our other salaried employees. In addition, some of our
executive officers receive an automobile allowance as described in the
Summary Compensation Table.
Post-Termination Protection and Change in Control
We have entered into employment agreements with Messrs. Maddocks and
Duncan. Each such agreement provides for the payment of one year's salary
upon early termination in lieu of payments under the Company general
severance policy.
Financial Restatements
The compensation committee has not adopted a policy with respect to
whether we will make retroactive adjustments to any cash or equity-based
incentive compensation paid to executive officers (or others) where the
payment was predicated upon the achievement of financial results that were
subsequently the subject of a restatement. Our compensation committee
believes that this issue is best addressed when the need actually arises,
when all of facts regarding the restatement are known.
Tax and Accounting Treatment of Compensation
Section 162(m) of the Internal Revenue Code places a limit, subject to
certain exceptions, of $1 million on the amount of compensation that we may
deduct from the U.S. source income in any one year with respect to our Chief
Executive Officer, our Chief Financial Officer and each of our next three
most highly paid executive officers.
We account for equity compensation paid to our employees, i.e. stock
option awards, under the rules of SFAS 123R, which requires us to estimate
and record an expense for each award. Accounting rules also require us to
record cash compensation as an expense at the time the obligation is accrued.
Summary
The compensation committee believes that our compensation philosophy
and programs are designed to foster a performance-oriented culture that
aligns our executive officers' interests with those of our shareholders.
The compensation committee also believes that the compensation of our
executives is both appropriate and responsive to the goal of improving
shareholder value.
Compensation Committee Report
The following report is not deemed to be "soliciting material" or to be
"filed" with the SEC or subject to the SEC's proxy rules or the liabilities
of Section 18 of the Exchange Act, and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the Company
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act.
The compensation committee has reviewed and discussed the Compensation
Discussion and Analysis set forth above with our management. Based on its
review and discussions, the committee recommended to our Board of Directors
that the Compensation Discussion and Analysis be included in this proxy
statement and incorporated by reference into any Annual Report in Form
10-K filed with the SEC for the fiscal year ended April 30, 2009.
Roger C. Cady, Chairman
Thomas A. Majewski
Rose Ann Giordano
Summary Compensation
The following table sets forth the compensation paid for the fiscal
years ended April 30, 2007, 2008 and 2009 to the Company's Chief Executive
Officer, the Chief Financial Officer and the Company's other executive
officers.
SUMMARY COMPENSATION TABLE
(In Dollars)
Name and Other
Principal Fiscal Option Compen-
Position Year Salary Bonus Other(5) Awards(6) sation Total
___________ _____ _______ ______ ______ _______ _________ _______
John H.
Freeman 2009 269,596 69,563 0 447,750 10,233 (7) 797,142
President
and Chief 2008 0 0 0 0 0 0
Executive
Officer 2007 0 0 0 0 0 0
Mark E.
Maddocks 2009 201,424 37,500 7,800 14,848 9,060 (7) 270,632
Vice President-
Finance, 2008 196,424 5,000 7,800 14,480 10,747 (7) 234,451
Chief Financial
Officer 2007 190,424 0 7,800 16,400 11,282 (7) 225,906
Jeffrey H.
Duncan 2009 199,032 10,000 7,800 14,848 8,952 (7) 240,632
Vice
President- 2008 194,032 5,000 7,800 14,480 10,614 (7) 231,926
Manufacturing
and 2007 188,032 0 7,800 16,400 11,139 (7) 223,371
Engineering
Anthony M
Lougee 2009 125,000 0 0 5,586 5,622 (7) 136,208
Controller 2008 120,000 2,500 0 6,335 6,571 (7) 135,406
2007 115,000 0 0 7,000 6,869 (7) 128,869
David Sheerr2009 11,538 0 0 20,540 519 (7) 32,597
General
Manager 2008 0 0 0 0 0 0
Micro Memory
Bank 2007 0 0 0 0 0 0
Robert V.
Tarantino (1)2009 11,538 0 650 0 631,208 643,396
President
and Chief 2008 300,000 12,000 7,800 14,480 14,299 (7) 348,579
Executive
Officer 2007 276,327 0 7,800 24,000 15,221 (7) 323,348
Anthony
Pawlik (2)2009 154,135 0 5,880 0 62,351 222,366
Vice President-
Sales 2008 215,000(3) 0 7,800 14,480 4,570 (7) 241,850
2007 185,000(4) 0 7,800 16,400 2,466 (7) 211,666
(1) On May 7, 2008, John H. Freeman succeeded Robert V. Tarantino as
President and Chief Executive Officer. Mr. Tarantino retired effective that
date and is no longer an executive officer of the Company. Other
compensation in 2009 consists of payments made pursuant to a retirement
agreement totaling $630,689 and $519 of payments by the Company to a plan
trustee under the Company's Savings and Investment Retirement Plan.
(2) On January 15, 2009, Mr. Pawlik's employment with the Company ceased
effective that date and he is no longer an executive officer of the Company.
Salary of $154,135 consists of salary of $124,135 and commissions of
$30,000. Other compensation in 2009 consists of payments made pursuant to
a separation agreement totaling $56,412 and $5,939 of payments by the
Company to a plan trustee under the Company's Savings and Investment
Retirement Plan. (3) Consists of salary of $165,000 and commissions of
$50,000.
(4) Consists of salary of $150,000 and commissions of $35,000.
(5) Automobile allowances.
(6) We measure the fair value of stock options using the Black-Scholes
option pricing model based upon the market price of the underlying common
stock as of the date of grant, reduced by the present value of estimated
future dividends, using an expected quarterly dividend rate of nil in
fiscal year 2009 and $0.06 in fiscal year 2008 and 2007, and risk-free
interest rates ranging from 3.0% to 5.0%. For fiscal year 2009 option values
were $2.985 for Mr. Freeman's option grant, $1.856 for Messrs. Maddocks'
and Duncan's option grant, and $1.596 for Mr. Lougee's, and $1.027 for
Mr. Sheerr's option grant. The 2008 and 2007 option values calculated using
this model are $1.81 and $2.00 per share, respectively, for options granted
in those fiscal years.
(7) Payments by the Company to a plan trustee under the Company's Savings
and Investment Retirement Plan, a 401(k) plan. The Company does not have a
pension plan.
GRANTS OF PLAN-BASED AWARDS (1)
Grant Option Exercise Grant
Name Date Awards(2) Price(3) Date
Value(4)
____________________ ________ _______ _______ ________
John H. Freeman 5/7/2008 150,000 $3.20 $447,750
Mark E. Maddocks 9/25/2008 8,000 $1.99 $ 14,848
Jeffrey H. Duncan 9/25/2008 8,000 $1.99 $ 14,848
Anthony M. Lougee 9/25/2008 3,500 $1.99 $ 5,856
David Sheerr 4/16/2009 20,000 $1.28 $ 20,540
(1) The Company does not have any Equity Incentive Plan other than its 2001
Stock Option Plan and does not have a Non Equity Incentive Plan other than
the bonus pool. The size of grants under the 2001 Stock Option Plan and
the bonus pool are not predetermined in accordance with an incentive award.
(2) Granted under the 2001 Stock Plan.
(3) Closing market price on the date of grant.
(4) Computed in accordance with SFAS 123R (see assumptions set forth under
the Summary Compensation table).
Narrative Description of Summary Compensation
Salary and bonus constituted 62% of total compensation for the named
executive officers in fiscal 2009. Options granted to Mr. Freeman were ten
year options. Options to purchase the first 37,500 shares became exercisable
on November 7, 2008, and options to purchase an additional 37,500 shares
became exercisable on May 7, 2009. Options to purchase an additional
37,500 shares become exercisable on November 7, 2009, and May 7, 2010
respectively. Options granted to Messrs. Maddocks and Duncan are ten year
options exercisable one year after the date of grant. Options granted to
Mr. Lougee and Mr. Sheerr are five year options exercisable one year after
the grant date. All options granted are at an exercise price equal to the
closing market price of the Company's common stock on the date of grant.
No dividends are paid or accrued with respect to options for the benefit
of employees prior to the date of option exercise.
Outstanding Options
The following table sets forth information concerning outstanding
stock options at the fiscal year-end, April 30, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options Options Exercise Expiration
Name Exercisable Unexercisable Price($) Date
John H. Freeman
2006(1) 6,000 0 6.42 09/14/2010
2007(1) 8,000 0 4.70 09/13/2011
2008(1) 8,000 0 3.33 09/27/2012
2009(2) 75,000 75,000 3.20 05/07/2018
Mark E. Maddocks
2002 10,000 0 7.98 11/26/2011
2003 8,200 0 2.99 09/18/2012
2004 8,200 0 4.09 09/17/2013
2005 8,200 0 6.75 09/15/2009
2006 8,200 0 6.63 09/14/2010
2007 8,200 0 4.70 09/13/2011
2008 8,000 0 3.33 09/27/2012
2009(2) 0 8,000 1.99 09/25/2018
Jeffrey H. Duncan
2002 8,200 0 7.98 11/26/2011
2003 8,200 0 2.99 09/18/2012
2004 8,200 0 4.09 09/17/2013
2005 8,200 0 6.75 09/15/2009
2006 8,200 0 6.63 09/14/2010
2007 8,200 0 4.70 09/13/2011
2008 8,000 0 3.33 09/27/2012
2009(2) 0 8,000 1.99 09/25/2018
Anthony M. Lougee
2002 2,500 0 7.98 11/26/2011
2003 1,875 0 2.99 09/18/2012
2004 2,500 0 4.09 09/17/2013
2005 2,500 0 6.75 09/15/2009
2006 3,500 0 6.63 09/14/2010
2007 3,500 0 4.70 09/13/2011
2008 3,500 0 3.33 09/27/2012
2009(2) 0 3,500 1.99 09/25/2013
David Sheerr
2009(2) 0 20,000 1.28 4/15/2014
(1) Option awards granted to Mr. Freeman when he was a non-employee director
of the Company.
(2) Options granted in fiscal 2009 to Mr. Freeman were ten year options.
Options to purchase the first 37,500 shares became exercisable on November
7, 2008, and options to purchase an additional 37,500 shares became
exercisable on May 7, 2009. Options to purchase an additional 37,500 shares
become exercisable on November 7, 2009, and May 7, 2010 respectively.
Options granted in fiscal 2009 to Messrs. Maddocks and Duncan are ten year
options exercisable one year after the date of grant. Options granted in
fiscal 2009 to Mr. Lougee and Mr. Sheerr are five year options exercisable
one year after the grant date. All options granted are at an exercise price
equal to the closing market price of the Company's common stock on the date
of grant.
Option Exercises
There were no stock option exercises by named executive officers during
the fiscal year ended April 30, 2009.
EQUITY COMPENSATION PLAN INFORMATION AT APRIL 30, 2009
Plan Category Number of Securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options warrants and rights under equity compen-
sation plans (exclud-
ing securities re-
flected in column (a))
(a) (b) (c)
______________________ _______________________ ____________________ _____________________
Equity compensation
plans approved by
security holders 1,257,675 $4.53 793,227
Equity compensation
plans not approved by
security holders 0 - 0
Total 1,257,675 $4.53 793,227
EMPLOYMENT AGREEMENTS
On May 7, 2008, the Company's Board of Directors appointed John H.
Freeman to the position of President and Chief Executive Officer of the
Company. The Board of Directors 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 the 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 of Directors 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 granted
in fiscal 2009 to Mr. Freeman were ten year options. Options to purchase
the first 37,500 shares became exercisable on November 7, 2008, and options
to purchase an additional 37,500 shares became exercisable on May 7, 2009.
Options to purchase an additional 37,500 shares become exercisable on
November 7, 2009 and May 7, 2010 respectively. These options expire on
May 7, 2018.
Mark E. Maddocks and Jeffrey H. Duncan entered into similar Employment
Agreements with the Company as of February 1, 2005. Each agreement
continues on a year to year basis until terminated by the Company on thirty
(30) days notice before April 30th of each year. The current base
compensation under these agreements for Mr. Maddocks is $201,424, and for
Mr. Duncan is $199,032, which is subject to annual review by the Board of
Directors. In addition, executives will receive a bonus based upon a
formula which shall be reviewed and approved annually by the Board of
Directors. The Employment Agreements may be terminated by the Company for
cause and expire upon the death or six months after the onset of the
disability of the executive. In the event of termination or non-renewal,
the executive is entitled to one year's base salary at the current rate plus
a pro rata bonus for the current year. The Employment Agreements contain
terms concerning confidentiality, post-employment restrictions on
competition and non-solicitation of Company employees.
David Sheerr entered into an Employment Agreement with the Company as
of March 31, 2009. The agreement has an initial term of four years and
continues on a year to year basis thereafter until terminated by the Company
on thirty (30) days notice before April 30th of each year. The current base
compensation under the agreements for Mr. Sheerr is $200,000, which is
subject to annual review by the Board of Directors. In addition the
executive will receive a bonus based upon a formula based upon the operating
performance of the Company's Micro Memory Bank business unit. The
Employment Agreement may be terminated by the Company for cause and expire
upon the death or six months after the onset of the disability of the
executive. In the event of termination or non-renewal, the executive is
entitled to one year's base salary at the current rate plus a pro rata
bonus for the current year. The Employment Agreements contain terms
concerning confidentiality, post-employment restrictions on competition
and non-solicitation of Company employees.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The applicable financial statements required under this Item 15(a)(1) are
presented in the Company's consolidated financial statements and notes
thereto under Item 8 of our Annual Report on Form 10-K as of April 30, 2009
as filed with the SEC on July 28, 2009.
(a)(2) Financial Statement Schedules
The applicable financial statement schedules required under this
Item 15(a)(2) are presented in the Company's consolidated financial
statements and notes thereto under Item 8 of our Annual Report on
Form 10-K as of April 30, 2009, as filed with the SEC on July 28, 2009.
(a)(3)Exhibits - The documents identified in the Exhibit Index which
appears on page __.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATARAM CORPORATION
(Registrant)
Date: May 26, 2010 By: JOHN H. FREEMAN
--------------------------------
John H. Freeman, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Date: May 26, 2010 By: JOHN H. FREEMAN
--------------------------------
John H. Freeman, President
Chief Executive Officer and
Director
Date: May 26, 2010 By: THOMAS A. MAJEWSKI
--------------------------------
Thomas A. Majewski, Director
Date: May 26, 2010 By: ROSE ANN GIORDANO
--------------------------------
Rose Ann Giordano, Director
Date: May 26, 2010 By: MARK E. MADDOCKS
--------------------------------
Mark E. Maddocks
Vice President, Finance
(Principal Financial & Accounting Officer)
17
EXHIBIT INDEX
3(a) Restated Certificate of Incorporation. Incorporated by reference
from Exhibits to an Annual Report on Form 10-K for the year ended
April 30, 2008, filed with the Securities and Exchange Commission, SEC
file number 001-08266, on July 25, 2008.
3(b) By-Laws. Incorporated by reference from Exhibits to an Annual Report
on Form 10-K for the year ended April 30, 2008, filed with the
Securities and Exchange Commission, SEC file number 001-08266, on July
25, 2008.
10(a) 2001 Stock Option Plan.* Incorporated by reference from Exhibits to a
Definitive Proxy Statement for an Annual Meeting of Shareholders held
on September 12, 2001, filed with the Securities and Exchange
Commission, SEC file number 001-08266, on July 26, 2001.
10(b) Savings and Investment Retirement Plan, January 1, 2001 Restatement.*
Incorporated by reference from Exhibits to an Annual Report
on Form 10-K for the year ended April 30, 2003, filed with the
Securities and Exchange Commission, SEC file number 001-08266, on July
29, 2003.
10(c) West Windsor, New Jersey Lease dated September 19, 2000. Incorporated
by reference from Exhibits to an Annual Report on Form 10-K for the
year ended April 30, 2001, filed with the Securities and Exchange
Commission, SEC file number 001-08266, on July 26, 2001.
10(d) Addendum "D" to West Windsor, New Jersey Lease dated February 13, 2006.
Incorporated by reference from Exhibits to a Current Report on
Form 8-K filed with the Securities and Exchange Commission, SEC file
number 001-08266, on February 14, 2006.
10(e) Bucks County, Pennsylvania Lease dated January 11, 2006. Incorporated
by reference from Exhibits to a Current Report on Form 8-K with the
Securities and Exchange Commission, SEC file number 001-08266, filed
on January 26, 2006.
10(f) Asset Purchase Agreement, dated March 20, 2009, by and among Dataram
Corporation, Micro Memory Bank, Inc. and Mr. David Sheerr.
Incorporated by reference from Exhibits to a Current Report on
Form 8-K/A with the Securities and Exchange Commission, SEC file
number 001-08266, filed on May 26, 2009.
10(g) Lease Agreement, dated December 31, 2000, between Nappen & Associates
and Micro Memory Bank, Inc. and assigned to Dataram Corporation. **
10(h) Lease Renewal Agreement, dated February 13, 2006, between Nappen &
Associates and Micro Memory Bank, Inc. and assigned to Dataram
Corporation. **
10(i) Employment Agreement of Jeffrey H. Duncan dated as of February 1,
2005.* Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2005, filed with the Securities
and Exchange Commission, SEC file number 001-08266, on July 28, 2005.
10(j) Employment Agreement of Mark E. Maddocks dated as of February 1, 2005.*
Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2005, filed with the Securities
and Exchange Commission, SEC file number 001-08266, July 28, 2005.
18
13(a) 2009 Annual Report to Shareholders **
14(a) Code of Ethics. Incorporated by reference from Exhibits to a Current
Report on Form 8-K filed with the Securities and Exchange Commission,
SEC file number 001-08266, on June 20, 2005.
23(a) Consent of J.H. Cohn LLP, Independent Registered Public Accounting
Firm. **
31(a) Rule 13a-14(a) Certification of John H. Freeman ***
31(b) Rule 13a-14(a) Certification of Mark Maddocks ***
32(a) Section 1350 Certification of John H. Freeman (Furnished not Filed) **
32(b) Section 1350 Certification of Mark Maddocks (Furnished not Filed) **
* Management Contract or Compensatory Plan or Arrangement
** Filed in our fiscal 2009 Annual Report on Form 10-K as filed with the
SEC on July 28, 2009.
*** Filed herewith