UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 28, 2004
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Moldflow Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30027 04-3406763
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(Commission File Number) (IRS Employer Identification No.)
430 Boston Post Road, Wayland, Massachusetts 01778
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(Address of Principal Executive Offices) (Zip Code)
508-358-5848
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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 1.02. Termination of a Material Definitive Agreement
Suzanne MacCormack, the Company's Executive Vice President and Chief Financial
Officer, has informed the Company of her decision to resign from employment with
the Company, effective December 31, 2004. At such time, the Employment Agreement
between the Company and Ms. MacCormack, dated August 16, 2002 (the "Agreement")
will terminate.
The Agreement was for an initial period of one year, and is automatically
extended for one additional year on the anniversary date unless either party has
given notice that it does not wish to extend the Agreement. The Agreement
provides for the payment of base salary and incentive compensation and for the
provision of certain fringe benefits to Ms. MacCormack. The Agreement requires
her to refrain from competing with the Company and from soliciting the Company's
employees for a period of twelve months following termination for any reason.
The Agreement also provides for certain payments and benefits should her
employment be terminated because of death or disability, by her for good reason
or by the Company without cause, as further defined in the Agreement. In
general, in the case of a termination by Ms. MacCormack for good reason, or by
the Company without cause, Ms. MacCormack would receive one year of cash
compensation, including base salary and an average of cash bonuses paid over the
past five years, an extension of benefits for one year and an acceleration of
vesting for stock options and restricted stock which otherwise would vest during
the next twelve months. Upon a change of control, as defined in the Agreement,
she is eligible for payment of eighteen months of cash compensation, including
base salary and on-target cash bonus for the current fiscal year, an extension
of benefits for one year and an acceleration of vesting for all outstanding
stock options and restricted stock. Because Ms. MacCormack is voluntarily
terminating her Agreement with the Company, no cash compensation or extension of
benefits is required pursuant to the terms of the Agreement.
This matter is discussed further in the press release issued by Moldflow
Corporation on October 28, 2004 which is attached to this Form 8-K as Exhibit
99.2 and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition
The information disclosed under this Item 2.02, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
Section, and shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates it by reference.
On October 28, 2004, Moldflow Corporation issued a press release regarding the
quarter ended September 25, 2004. The full text of the press release is
furnished as Exhibit 99.1 to this Form 8-K.
Item 5.02. Departure of Directors or Principal Officers
Ms. Suzanne MacCormack, the Company's Executive Vice President and Chief
Financial Officer has informed the Company of her decision to resign from
employment with the Company, effective December 31, 2004. This matter is
discussed further in the press release issued by Moldflow Corporation on October
28, 2004 which is attached to this Form 8-K as Exhibit 99.2 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit 99.1 - Press Release issued by Moldflow Corporation dated October 28,
2004.
Exhibit 99.2 - Press Release issued by Moldflow Corporation dated October 28,
2004.
Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates it by reference.
Pursuant to General Instruction B.2 to Form 8-K, Exhibit 99.2 is intended to be
deemed filed for the purposes of the Securities Exchange Act of 1934.
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 hereunto duly authorized.
MOLDFLOW CORPORATION
Date: October 28, 2004 By: /s/ Suzanne E. MacCormack
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Name: Suzanne E. MacCormack
Title: Executive Vice President and
Chief Financial Officer