UNITED STATES
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 8, 2005
Moldflow Corporation
(Exact name of registrant as specified in charter)
Delaware 000-30027 04-3406763
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
492 Old Connecticut Path, Ste 401, Framingham, MA 01701
-------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 358-5848
(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))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
Effective as of July 8, 2005, Moldflow Corporation (the "Company") and each of
A. Roland Thomas, the Company's President and Chief Executive Officer;
Christopher L. Gorgone, the Company's Executive Vice President, Finance and
Chief Financial Officer; Kenneth R. Welch, the Company's Executive Vice
President and General Manager, Design Analysis Solutions; Timothy Triplett, the
Company's Executive Vice President and General Manager, Manufacturing Solutions;
and Ian M. Pendlebury, the Company's Vice President, Product Development; Lori
M. Henderson, the Company's Vice President and General Counsel; and Peter
Kennedy, the Company's Chief Technical Officer have entered into amended and
restated employment agreements (the "Restatements") in order to comply with
certain requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, enacted as part of the American Jobs Creation Act of 2004. The
Restatements continue all terms and conditions of the employment agreements
currently in effect between the Company and each of its executives named above
(the "Executives"), except that the Restatements provide that if the employment
of any of the Executives is terminated in a manner which entitles the Executive
to the payment of severance, then such severance payment shall be payable in a
lump sum within thirty days following the Executive's date of termination. The
foregoing description of the Restatements does not purport to be complete and is
qualified in its entirety by reference to the amended and restated employment
agreements that are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and
10.7 hereto and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit 10.1 - Amended and Restated Employment Agreement between Christopher L.
Gorgone and Moldflow Corporation.
Exhibit 10.2 - Amended and Restated Employment Agreement between Kenneth R.
Welch and Moldflow Corporation.
Exhibit 10.3 - Amended and Restated Employment Agreement between Ian M.
Pendlebury and Moldflow Corporation.
Exhibit 10.4 - Amended and Restated Employment Agreement between Timothy
Triplett and Moldflow Corporation.
Exhibit 10.5 - Amended and Restated Employment Agreement between A. Roland
Thomas and Moldflow Corporation.
2
Exhibit 10.6 - Amended and Restated Employment Agreement between Lori M.
Henderson and Moldflow Corporation.
Exhibit 10.7 - Amended and Restated Employment Agreement between Peter Kennedy
and Moldflow Corporation.
3
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: July 14, 2005 By:/s/ Christopher L. Gorgone
-------------------------------------------
Name: Christopher L. Gorgone
Title: Vice President of Finance &
Chief Financial Officer
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Amended and Restated Employment Agreement between Christopher L.
Gorgone and Moldflow Corporation.
10.2 Amended and Restated Employment Agreement between Kenneth R.
Welch and Moldflow Corporation.
10.3 Amended and Restated Employment Agreement between Ian M.
Pendlebury and Moldflow Corporation.
10.4 Amended and Restated Employment Agreement between Timothy
Triplett and Moldflow Corporation.
10.5 Amended and Restated Employment Agreement between A. Roland
Thomas and Moldflow Corporation.
10.6 Amended and Restated Employment Agreement between Lori M.
Henderson and Moldflow Corporation.
10.7 Amended and Restated Employment Agreement between Peter Kennedy
and Moldflow Corporation.
5