- Current report filing (8-K)
August 13 2009 - 7:49AM
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): August 13, 2009 (August 7,
2009)
US DATAWORKS,
INC.
(Exact
name of registrant as specified in its charter)
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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One
Sugar Creek Blvd., 5
th
Floor
Sugar
Land, Texas
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(Address
of principal executive offices)
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(Zip
Code)
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(281)
504-8000
(Registrant’s
telephone number,
including
area code)
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 obligations 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
1.01 Entry into a Material Definitive Agreement
(a) On
August 7, 2009, in connection with the appointment of Randall J. Frapart as
Chief Financial Officer, US Dataworks, Inc. (the “Company”) entered into an
engagement agreement with Mr. Frapart and Albeck Financial Services, Inc.
(“Albeck”) pursuant to which Mr. Frapart will serve as the Company’s Chief
Financial Officer (the “Agreement”). The terms and conditions of the
Agreement include the following:
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(1)
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The
term of the Agreement is for a one-year period beginning effective as of
July 15, 2009, with the term automatically extending for successive
one-year periods unless either party provides the other party with a
non-renewal notice at least sixty days prior to the end of the applicable
term.
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(2)
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The
fees payable to Albeck for Mr. Frapart’s services as the Company’s Chief
Financial Officer under the Agreement will be $15,000 per month plus
reasonable out-of-pocket expenses.
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(3)
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The
Agreement provides that, in connection with his appointment, Mr. Frapart
is to be granted a stock option to purchase 400,000 shares of the
Company’s common stock at an exercise price of $0.28 per share, which was
the closing sales price of the Company’s common stock on August 7, 2009,
the date the Agreement was entered into. The stock option will
vest on the earlier to occur of (i) July 15, 2010 or (ii) the date on
which Mr. Frapart becomes a full-time employee of the
Company. The stock option will be deemed forfeited and canceled
if prior to its vesting, the Agreement is terminated for any reason or
either party provides a non-renewal notice to the other
party. The stock option will be governed by the US Dataworks,
Inc. Amended and Restated 2000 Stock Option Plan, as amended (the “Stock
Plan”) and the written stock option agreement evidencing the
grant.
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(4)
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The
Agreement provides that Mr. Frapart will be eligible to receive
performance bonuses consistent with the performance bonus eligibility of
other executive officers reporting to the Chief Executive Officer of the
Company.
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(5)
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The
Agreement provides that Mr. Frapart and Albeck are bound by (i) certain
confidentiality and non-disclosure obligations during the term of the
Agreement and at all times thereafter, (ii) certain non-compete
obligations during the term of the Agreement and for a period of six
months thereafter, and (iii) certain non-solicitation obligations during
the term of the Agreement and for a period of one year
thereafter.
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(6)
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The
Agreement provides that (i) Mr. Frapart will be entitled to the same
indemnification from the Company for his acts and omissions as an officer
of the Company to which other officers of the Company are entitled and
(ii) Mr. Frapart and, if possible, Albeck will be included as named
insureds under the Company’s D&O and other liability insurance
policies.
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(7)
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The
Agreement provides that the Company may terminate the Agreement for any
reason provided that if the termination is not for Cause (as defined in
the Agreement), the Company will be obligated to pay Albeck a termination
fee equal to the lesser of (i) $45,000 and (ii) the amount of services
fees remaining to be paid for the remaining term of the Agreement (the
“Termination Fee”). In addition, if the Company materially
breaches the Agreement and fails to cure such breach, Albeck may terminate
the Agreement, in which case the Company will be obligated to pay Albeck
the Termination Fee.
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(8)
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The
Agreement provides that the obligations of Mr. Frapart and Albeck under
the Agreement are joint and
several.
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The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement, a copy of which is attached to this Current Report as an
exhibit and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information provided under Item
1.01 is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
10.1
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Engagement
Agreement by and among US Dataworks, Inc., Albeck Financial Services, Inc.
and Randall J. Frapart dated as of August 7,
2009.
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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.
Dated:
August 13, 2009
US
DATAWORKS, INC.
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By:
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/s/ Charles E. Ramey
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Charles
E. Ramey
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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10.
1
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Engagement
Agreement by and among US Dataworks, Inc., Albeck Financial Services, Inc.
and Randall J. Frapart dated as of August 7,
2009.
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