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
April 7, 2005
Date of report (date of earliest event reported)
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DIGITAL FUSION, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-24073 13-3817344
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4940-A Corporate Drive, Huntsville, AL 35805
(Address of Principal Executive Offices)
(256) 837-2620
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing in 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2005 the Company entered into an employment agreement (the
"Agreement") with Christopher Brunhoeber (the "Executive") pursuant to which the
Company has retained the Executive to serve as Vice President - Finance of the
Company. The following summary is qualified in its entirety by reference to the
text of the Agreement.
The Agreement provides for the employment of the Executive for a period of
two years commencing on April 25, 2005, unless terminated earlier pursuant to
the terms of the Agreement. Under the terms of the Employment Agreement, the
Executive will receive annual compensation of no less than $95,000 and
participate in the Company's Executive Incentive Plan. The Company granted to
the Executive the option to purchase 60,000 shares of the Company's common stock
exercisable at the price as of the grant date of which 20,000 shares will vest
immediately and the remainder are subject to a vesting performance structure set
by the Board of Directors. The Company will provide for the Executive's
participation in the medical, dental, vision, life and disability insurance
programs maintained by the Company for its employees. In addition, the Company
shall pay the Executive a $75 a month allowance for telephone expenses.
The Agreement also provides for the payment by the Company to the Executive
of severance payments equal to two months of the Executive's current base salary
plus any accrued incentive bonus upon a voluntary termination of employment for
"good reason," an involuntary termination of employment without "cause," or a
voluntary termination of employment following a reduction in the Executive's
duties or title occurring within 12 months after a "change in control" of the
Company. Following such a termination of employment, the Executive will receive
(i) all benefits that have vested under the terms of the Agreement, and (ii)
health care coverage continuation rights under COBRA.
In the event the Executive terminates his employment for other than "good
reason," or the Company terminates the Executive's employment for "cause," the
Executive shall not be entitled to receive any salary or other compensation or
other benefits for any period after such termination. However, following such a
termination of employment, the Executive will receive (i) all benefits that have
vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. The Agreement and all benefits provided under
the Agreement will terminate immediately upon the death of the Executive,
provided that the Executive's heirs and estate will receive all benefits that
have vested under any written term of plan, and the Executive's dependents will
receive health care coverage continuation rights under COBRA.
The Agreement contains restrictive covenants which prohibit the Executive from
(i) associating with a business that is competitive with any line of business of
the Company for which the Executive provided services during the term of the
Executive's employment, without the Company's consent and (ii) soliciting the
Company's agents and employees during the term of the Executive's employment and
for a period of one year following any termination of employment.
Section 5 - Corporate Governance and Management
Item 5.02(c) Appointment of Certain New Officers
As described above, Mr. Brunhoeber has been hired as Vice President of Finance
of the Company, effective April 25, 2005.
Section 9 - Financial Statements Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1* Press release dated April 12, 2005, issued by Digital
Fusion, Inc.
* Filed herewith.
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.
Dated: April 12, 2005
DIGITAL FUSION, INC.
By: /s/ Roy E. Crippen, III
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Roy E. Crippen, III, Chairman of the Board
and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1* Press release dated April 12, 2005, issued by Digital
Fusion, Inc.
* Filed herewith.