SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): July 20, 2006
CorVu Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-29299 41-1457090
(Commission File Number) (IRS Employer
Identification No.)
3400 West 66th Street
Edina, Minnesota 55435
(Address of Principal Executive Offices and Zip Code)
(952) 944-7777
(Registrant's telephone number, including area code)
Not Applicable
(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 1.01 Entry into a Material Definitive Agreement.
On July 20, 2006, the Compensation Committee of the Board of Directors of
CorVu Corporation (the "Company") approved Amendment No. 1 (the "Amendment") to
the Employment Agreement dated August 1, 2005 between the Company and its Chief
Executive Officer, Joseph J. Caffarelli (the "Executive").
Pursuant to the Amendment, the Base Performance Bonus payable upon the
achievement of the EBITDA Goal agreed upon by the Company and the Executive for
the respective Performance Period cannot exceed 80% of Executive's base salary
of $250,000 for fiscal year 2006, and 100% Executive's base salary for fiscal
year 2007 and thereafter. The Amendment provides that no Performance Bonus will
be payable if less than 85% of the EBITDA Goal is achieved for the Performance
Period. If the Company achieves 85% of the EBITDA Goal, 70% of the Performance
Bonus is payable; for each additional percentage point over 85%, the Performance
Bonus payable is increased by an additional 2% of the Executive's base salary so
that the entire Performance Bonus is payable if the Company achieves 100% of the
EBITDA Goal.
In addition, the Amendment introduced an Additional Performance Bonus
payable if the Company exceeds its EBITDA Goal for the Performance Period in
question. If the Company exceeds its EBITDA Goal by up to 20%, the Executive
will receive as Additional Performance Bonus based on a percentage of the
Additional Performance Bonus that is equal to the percentage by which the
Company exceeds its EBITDA Goal. If the Company exceeds its EBITDA Goal by more
than 20%, the Additional Performance Bonus consists of a cash payment for the
first 20% and, in equal parts, a cash payment and some form of stock based
compensation to be agreed upon by the Company and the Executive. The Additional
Performance Bonus may not exceed 100% of Executive's base salary for the
Performance Period.
All capitalized terms not defined hereby have the same meaning as defined in the
Amendment.
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.
CORVU CORPORATION
By /s/ David C. Carlson
--------------------------------------
Date: July 26, 2006 David C. Carlson
Chief Financial Officer