UNITED STATES
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): DECEMBER 12, 2005
THE A CONSULTING TEAM, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-22945 13-3169913
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10003
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 979-8228
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 12, 2005, The A Consulting Team ("TACT") entered into a new
employment agreement with its chief executive officer, Shmuel BenTov (the "2005
BenTov Employment Agreement"). Mr BenTov's prior employment agreement with TACT
dated January 2002 expired in accordance with its terms on December 31, 2004.
The 2005 BenTov Employment Agreement is effective as of December 1, 2005, and
has a term of twenty-five months, expiring on December 31, 2007. The 2005 BenTov
Employment Agreement provides for an increase of $60,000 in initial base salary
from $300,000 to $360,000. Mr. BenTov may also be entitled to an annual bonus.
The 2005 BenTov Employment Agreement provides that in the event of termination
(i) by TACT without cause or by Mr. BenTov in the event of a material breach of
the employment agreement by TACT or a substantial dimunition of his duties, Mr.
BenTov will receive a lump sum severance allowance in an amount equal to two
times his then annual base salary; (ii) as a result the incapacity or disability
of Mr. BenTov, Mr. BenTov would be entitled to receive his then annual base
salary during the one year that followed the termination notice; or (iii) as a
result of Mr. BenTov's death, Mr. BenTov's estate would be entitled to receive a
lump sum payment equal to his then annual base salary. The agreement includes a
two-year non-compete covenant commencing on termination of employment.
On December 12, 2005, The A Consulting Team ("TACT") entered into a new
employment agreement with its chief financial officer, Richard D. Falcone (the
"2005 Falcone Employment Agreement"). The 2005 Falcone Employment Agreement
supersedes the Employment Agreement between TACT and Mr. Falcone dated effective
as of September 11, 2001. The 2005 Falcone Employment Agreement is effective as
of December 1, 2005, has a term of one (1) year, and shall automatically renew
for subsequent one-year terms, unless and until terminated by either party upon
10 days notice. The 2005 Falcone Employment Agreement provides for an increase
of $10,000 in initial base salary from $200,000 to $210,000. Mr. Falcone may
also be entitled to an annual bonus. The 2005 Falcone Employment Agreement
provides that in the event of termination without cause, death or disability,
Mr. Falcone will receive a severance allowance in an amount equal to six (6)
months of Mr. Falcone's then current base salary, which represents an increase
of an additional three (3) months severance as compared to Mr. Falcone's prior
employment agreement. The 2005 Falcone Employment Agreement also provides that
in an event of a change of control or certain other circumstances, Mr. Falcone
will receive a severance allowance in an amount equal to twelve (12) months of
Mr. Falcone's then current base salary, which represents an increase of an
additional six (6) months severance as compared to Mr. Falcone's prior
employment agreement. The agreement includes a one-year non-compete covenant
commencing on termination of employment.
On December 12, 2005, the Compensation Committee of the Board of
Directors approved, and the Board of Directors ratified the Compensation
Committee's approval of, a $40,000 cash bonus for each of Messrs. BenTov and
Falcone for the year ended December 31, 2005.
On December 12, 2005, the Board of Directors approved an increase in
the fees for non-employee directors from $2,000 per quarter to $3,000 per
quarter effective commencing in the fourth quarter of 2005.
On December 12, 2005, the Compensation Committee of the Board of
Directors approved, and the Board of Directors ratified the approval of, the
grant of 5,000 non-qualified stock options to Steven Mukamal, Reuven Battat and
William Miller, each a non-employee director of TACT. The options were granted
under TACT's Amended and Restated 1997 Stock Option and Award Plan. The options
were granted at a fair market value of TACT's common stock on the date of grant,
December 12, 2005. The options shall be exercisable for a period of ten (10)
years and shall fully vest on the date of grant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10.1 Employment Agreement, dated as of December 1, 2005, by and
between The A Consulting Team, Inc. and Shmuel BenTov
Exhibit 10.2 Employment Agreement, dated as of December 1, 2005 by and
between The A Consulting Team, Inc. and Richard D. Falcone.
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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.
THE A CONSULTING TEAM, INC.
By: /s/ Richard D. Falcone
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Richard D. Falcone, Treasurer
and Chief Financial Officer
Date: December 15, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 Employment Agreement, dated as of December 1, 2005, by and
between The A Consulting Team, Inc. and Shmuel BenTov
Exhibit 10.2 Employment Agreement, dated as of December 1, 2005 by and
between The A Consulting Team, Inc. and Richard D. Falcone.