Current Report Filing (8-k)
March 30 2020 - 2:29PM
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):
March 24, 2020
GTY TECHNOLOGY HOLDINGS INC.
(Exact name of registrant as specified in
its charter)
Massachusetts
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001-37931
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83-2860149
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (702) 945-2898
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GTYH
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Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On March 24, 2020, Stephen
Rohleder resigned from his positions as Chief Executive Officer, President and Chairman of the board of directors (the
“Board”) of GTY Technology Holdings Inc. (“GTY” or the “Company”), effective March 30,
2020. As of March 30, 2020, William Green, a current member of the Board, has been duly-appointed to serve as Chairman in Mr.
Rohleder’s place and Charles Wert, also a current director, has been appointed Lead Director.
(c) On
March 30, 2020, the Company’s Board appointed TJ Parass, 48, to the offices of Chief Executive Officer and President and
as a director.
Mr.
Parass has served as the Chief Executive Officer of Questica Inc. and Questica USCDN, Inc. (together, “Questica”),
one of the Company’s business units, since he founded Questica in 1998. Mr. Parass has a BS in Mechanical Engineering from
Queen’s University. There have been no transactions involving Mr. Parass that would require disclosure under Item 404(a)
of Regulation S-K.
Also on March 30, 2020, the Board appointed
David Farrell, 47, as Chief Operating Officer.
Mr. Farrell has served as the Chief Executive
Officer of Sherpa Government Solutions LLC, one of the Company’s business units, since he founded it in in 2004. Previously,
Mr. Farrell was a principal at American Management Systems Inc., a Virginia-based technology and management consulting firm. Mr.
Farrell has a BA in Economics from Northwestern University and a Master’s Degree in Public Policy from the University of
Chicago. There have been no transactions involving Mr. Farrell that would require disclosure
under Item 404(a) of Regulation S-K.
On March 30, 2020, the Company issued a
press release with respect to these resignations and appointments. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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GTY TECHNOLOGY HOLDINGS INC.
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By:
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/s/ John Curran
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Name: John Curran
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Title: Chief Financial Officer
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Dated: March 30, 2020
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