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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 12, 2001
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Datawatch Corporation
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(Exact name of Registrant as Specified in Charter)
Delaware 000-19960 020405716
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
175 Cabot Street
Suite 503
Lowell, MA 01851
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (978) 441-2200
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Pursuant to an Investment Agreement dated as of January 12, 2001 (the
"Investment Agreement") by and among, Datawatch Corporation ("Datawatch"), WC
Capital, LLC and Carnegie Hill Associates, LLC (the "Purchasers"), Datawatch
issued an aggregate of 1,875,000 shares of its Common Stock, par value $.01 per
share, to the Purchasers for an aggregate purchase price of $1,162,500. In
connection with the transaction, James Wood, a Managing Principal of WC Capital,
LLC, and Richard de J. Osborne, Managing Principal of Carnegie Hill Associates,
LLC, were elected to the Board of Directors of Datawatch, with Mr. Osborne
serving as Chairman of the Board. After giving effect to the transaction, WC
Capital, LLC beneficially owns an aggregate of approximately 17.85% of
Datawatch's outstanding Common Stock (including approximately 465,000 shares
previously purchased by Mr. Wood in open market transactions) and Carnegie Hill
Associates, LLC beneficially owns an aggregate of approximately 2.85% of
Datawatch's outstanding Common Stock. Datawatch plans to use the net proceeds
from the transaction for working capital and other general corporate purposes.
The Investment Agreement is attached hereto as Exhibit 4.1 and is
hereby incorporated by reference. In addition, Datawatch entered into an
Indemnification Agreement with each of Messrs. Wood and Osborne in connection
with their agreeing to serve as directors of Datawatch. The Indemnification
Agreements are attached hereto as Exhibits 10.1 and 10.2 and are hereby
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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Exhibit No. Description
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4.1 Investment Agreement, dated as of January 12, 2001, by and among,
Datawatch Corporation, WC Capital, LLC and Carnegie Hill
Associates, LLC.
10.1 Indemnification Agreement between Datawatch Corporation and
James Wood
10.2 Indemnification Agreement between Datawatch Corporation and
Richard de J. Osborne
99.1 Press Release of Datawatch Corporation dated January 16, 2001.
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SIGNATURES
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.
DATAWATCH CORPORATION
Date: February 2, 2001 By: /s/ Bruce R. Gardner
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Bruce R. Gardner
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Investment Agreement, dated as of January 12, 2001, by and among,
Datawatch Corporation, WC Capital and Carnegie Hill
Associates, LLC.
10.1 Indemnification Agreement between Datawatch Corporation and James
Wood
10.2 Indemnification Agreement between Datawatch Corporation and
Richard de J. Osborne
99.1 Press Release of Datawatch Corporation dated January 16, 2001.
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