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): November 15, 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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
On November 15, 2006, CorVu Corporation (the "Registrant") entered into a
Change of Control, Confidentiality, Inventions and Copyrights Agreement with its
Chief Financial Officer, David C. Carlson.
The agreement provides that Mr. Carlson will receive a lump sum payment
equal to six months of his then current base salary within fifteen calendar days
of the termination of his employment if the voluntary or involuntary termination
of Mr. Carlson's employment with the Registrant occurs during the one year
immediately following a "Change of Control" and is caused by either of the
following events: (1) the Registrant terminates or fails to renew Mr. Carlson's
employment without Cause; (2) his responsibilities and/or tasks are reduced or
he is demoted; (3) his compensation is reduced; (4) as a condition of continued
employment, he is required to relocate; (5) his responsibilities are changed to
require, in his opinion, an extensive amount of travel, or (6) as a condition of
continued employment, he is required to sign an agreement which in his opinion
is objectionable. In addition, upon termination of Mr. Carlson's employment
under the aforesaid circumstances, the Registrant shall continue to provide at
its expense family health, dental and life insurance benefits for a period of
six months following the termination of employment, and all of Mr. Carlson's
unvested stock options shall become fully vested. As a condition to receiving
the aforesaid payments and benefits, Mr. Carlson will be required to execute and
not rescind a release of claims in favor of the Registrant.
The agreement defines "Change of Control" to mean (1) a merger or
consolidation to which the Registrant is a party that, immediately following the
effective date of such transaction, results in the Registrant's current
shareholders beneficially owning less than 50% of the total combined voting
power of all securities issued by the surviving corporation for the election of
directors of the surviving corporation (even if the individuals or entities
acquiring more than 50% of the combined voting power were shareholders of the
Registrant immediately prior to the transaction); (2) the acquisition of the
direct or indirect beneficial ownership of securities representing 51% or more
of the total combined voting power of all classes of the Registrant's then
issued and outstanding securities by any person, entity or group of associated
persons or entities acting in concert who were not shareholders on the date of
the agreement; (3) the sale of substantially all of the Registrant's assets to a
person or entity that is not a wholly-owned subsidiary of the Registrant; or (4)
the approval of a plan or proposal for the liquidation of the Registrant by its
shareholders. "Cause" is defined as (1) Employee's failure to competently
perform the duties and responsibilities of his then current position, follow the
reasonable direction of the Board of Directors or his superiors, or comply with
Registrant's rules, policies or procedures; (2) any job-related act of
dishonesty, theft or misappropriation of Registrant's property, or job
abandonment; (3) commission by Employee, on or off the job, of any willful,
intentional, criminal or negligent act that has the purpose or effect of
injuring the Registrant's reputation, business or performance; and (4) any
violation of any confidentiality, return of property, copyright, invention or
similar agreement to which Employee may be subject.
Additionally, the agreement includes customary confidentiality, copyright
and invention assignment provisions in favor of the Registrant.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell company transactions: None.
(d) Exhibits:
10.1 Change of Control, Confidentiality, Inventions and Copyrights
Agreement dated November 15, 2006 by and between CorVu
Corporation and David C. Carlson
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/ Joseph J. Caffarelli
-------------------------------
Date: November 16, 2006 Joseph J. Caffarelli
Chief Executive Officer
EXHIBIT INDEX
to
FORM 8-K
CorVu Corporation
Date of Report: Commission File No.:
November 15, 2006 0-29299
Exhibit No. ITEM
10.1 Change of Control, Confidentiality, Inventions and Copyrights
Agreement dated November 15, 2006 by and between CorVu
Corporation and David C. Carlson