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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2007
0-15885
(Commission File Number)
NATIONAL DATACOMPUTER, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2942832
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(State of Incorporation) (IRS Employer Identification No.)
900 Middlesex Turnpike, Billerica, Massachusetts 01821
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(Address of registrant's principal executive office)
(978) 663-7677
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(Registrant's telephone number, including area code)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 30, 2007, National Datacomputer, Inc. (the "Company") held
a special meeting for its stockholders (the "Special Meeting"), at which the
stockholders approved the Company's 2007, Employee, Director and Consultant
Stock Plan (the "Plan"), which was adopted by the Company's Board of Directors
on January 25, 2007. The Plan authorizes the grant of up to 2,000,000 shares of
the Company's common stock. The Plan provides for the issuance of incentive
stock options, non-qualified stock options, restricted stock and other
stock-based awards to employees, directors and consultants of the Company.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCOPRORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On March 30, 2007, the stockholders of the Company approved, at the
Special Meeting, an amendment to its Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), to increase the number of authorized
shares of the Company's common stock, decrease the par value and authorize the
issuance of series preferred stock, with authority vested in the Board of
Directors of the Company to prescribe the classes, series and number of each
class or series of the preferred stock of the Company and the voting powers,
designations, preferences limitations, restrictions and relative rights of each
class or series of the preferred stock of the Company.
ITEM 8.01 OTHER EVENTS
On March 30, 2007, an aggregate of 23,583,377 shares were voted at
the Special Meeting, representing 85.45% of the Company's total outstanding
voting shares. As a result of such votes, the following proposals were approved
by the stockholders at the Special Meeting:
Proposal 1. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
the Company's common stock;
Proposal 2. To approve an amendment to the Company's Certificate of
Incorporation to decrease the par value of the Company's common
stock;
Proposal 3. To approve an amendment to the Company's Certificate of
Incorporation to authorize the issuance of serial preferred
stock, with authority vested in the Board of Directors of the
Company to prescribe the classes, series and number of each
class or series of the preferred stock of the Company and the
voting powers, designations, preferences limitations,
restrictions and relative rights of each class or series of the
preferred stock of the Company;
Proposal 4. To adopt the Plan and to reserve 2,000,000 shares of the
Company's common stock for grant under the Plan; and
Proposal 5. To approve the sale and issuance of shares of the Company's
common stock to the Company's current executive officers and
members of the Board of Directors.
The votes for each of the proposals were as follows:
FOR: AGAINST ABSTAIN
Proposal 1. 23,572,668 10,230 479
Proposal 2. 23,568,173 12,618 2,586
Proposal 3. 23,571,787 8,990 2,600
Proposal 4. 23,571,504 8,985 2,888
Proposal 5. 23,571,939 10,467 971
As previously disclosed in the Company's Annual Report on Form 10-K,
on March 30, 2007, the Board of Directors of the Company elected two new
members, Anthony Stafford and William Berens. A copy of the Press Release issued
by the Company pertaining to their election is attached as Exhibit 99.5 and is
incorporated herein by reference.
ITEM 9.01 EXHIBITS
(d) The following exhibits are furnished with this report:
Exhibit
Number Description
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99.1 Certificate of Incorporation, as amended on
March 30, 2007
99.2 2007 Employee, Director and Consultant Stock Plan
99.3 Form of Incentive Stock Option Agreement
99.4 Form of Non-Qualified Stock Option Agreement
99.5 Press Release dated April 2, 2007
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, thereunto duly authorized.
NATIONAL DATACOMPUTER, INC.
Date: April 5, 2007 By: /s/ William Berens
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William Berens, Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Certificate of Incorporation, as amended on March 30, 2007
99.2 2007 Employee, Director and Consultant Stock Plan
99.3 Form of Incentive Stock Option Agreement
99.4 Form of Non-Qualified Stock Option Agreement
99.5 Press Release dated April 2, 2007