Current Report Filing (8-k)
January 15 2015 - 4:07PM
Edgar (US Regulatory)
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):
January 15, 2015 (January 12, 2015)
COVER-ALL TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
| | |
Delaware
| 0-13124
| 13-2698053
|
(State or Other Jurisdiction
of Incorporation)
| (Commission File Number)
| (IRS Employer Identification No.)
|
412 Mt. Kemble Avenue, Suite 110C,
Morristown, New Jersey 07960
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (973) 461-5200
N/A
(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 8.01.
Other Events.
On January 12, 2015, the board of directors of
Cover-All Technologies Inc. (the Company) approved 2015 compensation for its non-employee directors (the Plan). The purpose of the
Plan is to compensate members of the Companys board of directors who are not employees of the Company (each, a Non-employee Director).
Pursuant to the Plan, each Non-employee Director
will receive: (i) annual cash compensation of $22,000; and (ii) an annual award of such number of shares of the Companys common stock that has a Fair
Market Value (as defined in the Companys Amended and Restated 2005 Stock Incentive Plan) of $29,000 on January 12, 2015. These shares are restricted
and will vest on November 30, 2015. Each Non-employee Director serving on the Companys Audit Committee or Compensation Committee will receive an
additional $1,000 per quarter in cash for each such committee on which the director serves. In addition, the Non-executive Chairman of the Companys board
of directors shall receive an additional number of shares of the Companys common stock having a Fair Market Value of $50,000 on January 12, 2015. These
shares are restricted and will vest on November 30, 2015. The foregoing terms of the Plan are identical to the terms of the 2014 Non-employee Director
compensation plan, approved by the board of directors of the Company on March 7, 2014 and amended by the Companys board of directors on June 12, 2014.
Compensation for each Non-employee Director
currently serving on the Acquisition Committee (the Committee) of the Companys board of directors was approved on
January 5, 2015 and was previously disclosed in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 8, 2015.
A summary of the Plan is attached hereto as
Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Summary of 2015 Non-Employee Director
Compensation, dated January 12, 2015.
[Signature on following page.]
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Ann Massey
Ann Massey, Chief Financial Officer
Date: January 15, 2015
Index to Exhibits
| |
Exhibit No.
| Description
|
Exhibit 99.1
| Summary of 2015 Non-Employee Director
Compensation.
|
Exhibit 99.1
Summary of 2015 Non-Employee Director Compensation
The Non-employee Director compensation plan for 2015 (the Plan) applies
solely to members of the Companys board of directors who are not employees of the Company (each, a Non-employee Director). Pursuant to the
Plan, each Non-employee Director will receive: (i) annual cash compensation of $22,000; and (ii) an annual award of such number of shares of the Companys
common stock that has a Fair Market Value (as defined in the Companys Amended and Restated 2005 Stock Incentive Plan) of $29,000 on January 12, 2015;
provided that such shares are restricted and will vest on November 30, 2015. Each Non-employee Director serving on the Companys Audit Committee or
Compensation Committee will receive an additional $1,000 per quarter in cash for each such committee on which the director serves.
In addition, the Non-executive Chairman of the Companys board of directors shall
receive an additional number of shares of the Companys common stock having a Fair Market Value of $50,000 on January 12, 2015, provided that such shares
are restricted and will vest on November 30, 2015.
Each Non-employee Director currently serving on the Acquisition Committee of the Board
will receive $50,000, to be paid during the first half of 2015; provided, that these payments are subject to such Committee members continued service as a
member of such Committee as of the date of the respective payment.
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