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): April 13, 2006
MOLDFLOW CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-30027 04-3406763
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
492 Old Connecticut Path, 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))
Item 1.02. Termination of a Material Definitive Agreement
Timothy Triplett, the Company's Executive Vice President and General Manager
Manufacturing Solutions Business Unit, has informed the Company of his decision
to resign from employment with the Company, which resignation will be effective
sometime during the quarter ended June 30, 2006, as mutually determined by the
Company and Mr. Triplett. At such time, the Amended and Restated Employment
Agreement between the Company and Mr. Triplett, dated July 8, 2005 (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 Mr. Triplett. The Agreement imposes
certain ongoing confidentiality obligations on Mr. Triplett. In addition the
Agreement and Plan of Merger dated January 23, 2004 (the "Merger Agreement") by
and among Moldflow Corporation, American MSI Corporation, Mr. Triplett and
certain other parties, requires Mr. Triplett to refrain from competing with the
Company and from soliciting the Company's employees through January 23, 2009,
subject to certain other terms and conditions as included in the Merger
Agreement.
The Agreement also provides for certain payments and benefits should Mr.
Triplett's employment be terminated because of death or disability, by him for
good reason or by the Company without cause, as further defined in the
Agreement. In general, in the case of a termination by Mr. Triplett for good
reason, or by the Company without cause, Mr. Triplett 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, he is eligible for a lump sum 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 Mr.
Triplett is voluntarily terminating his Agreement with the Company, no cash
compensation or extension of benefits is required pursuant to the terms of the
Agreement and any vested but unexercised stock options held by Mr. Triplett may
be exercised for a period of three (3) months following the date of termination.
This matter is discussed further in the press release issued by Moldflow
Corporation on April 13, 2006 which is attached to this Form 8-K as Exhibit 99.1
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 April 13, 2006, Moldflow Corporation issued a press release regarding
preliminary results for the quarter ended March 31, 2006. The full text of the
press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press Release of Moldflow Corporation dated April 13, 2006.
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.
Date: April 14, 2006 MOLDFLOW CORPORATION
By: /s/ Christopher L. Gorgone
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Christopher L. Gorgone
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit 99.1 Press Release of Moldflow Corporation dated April 13, 2006.