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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2005
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DATAWATCH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-19960 02-0405716
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(Commission File Number) (IRS Employer Identification No.)
175 CABOT STREET, SUITE 503
LOWELL, MASSACHUSETTS 01854
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(Address of Principal Executive Offices) (Zip Code)
(978) 441-2200
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(Registrant's Telephone Number, Including Area Code)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Item 5.02 is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Resignation of Principal Financial Officer.
On January 10, 2005, Alan MacDougall, the Senior Vice President of
Finance, Chief Financial Officer, Treasurer and Assistant Secretary
of Datawatch Corporation (the "Corporation") resigned, effective as
of January 10, 2005.
(c) Appointment of Principal Financial Officer.
On January 10, 2005, John Hulburt (age 38) was appointed the Vice
President of Finance, Chief Financial Officer, Treasurer and
Assistant Secretary of the Corporation, effective as of January 10,
2005, to hold office until the next Annual Meeting of the Board of
Directors and until his successor is duly elected and qualified, or
until his earlier resignation or removal.
Mr. Hulburt joined the Corporation as Controller in December 2004.
Prior to joining the Corporation, Mr. Hulburt was Director of Audit
and SEC Compliance at Bruker Biosciences Corporation, a publicly
traded medical device company, a position he held since July 2003.
Mr. Hulburt served as Chief Financial Officer and Treasurer of
Bruker Daltonics Inc. before its merger with Bruker AXS. Mr. Hulburt
is a Certified Public Accountant, and from 1994 to 2000 he began his
career with the accounting firms Ernst & Young LLP and Arthur
Andersen LLP.
Mr. Hulburt will be paid an annual base salary of $150,000 and will
be eligible for bonus under a bonus plan currently being developed.
In connection with joining the Corporation, Mr. Hulburt was granted
a stock option exercise for 10,000 shares of the Corporation's
Common Stock at an exercise price of $3.75 per share. The option
vests over a period of three years, subject to Mr. Hulburt's
continued employment with the Corporation. Mr. Hulburt and the
Corporation entered into a severance agreement dated November 19,
2004, that provides that if Mr. Hulburt's employment is terminated
other than for cause or if Mr. Hulburt terminates his employment by
the Corporation for good reason, including a material diminution of
Mr. Hulburt's responsibilities, duties or authority, Mr. Hulburt
will receive severance payments equal to his base salary for a
period of six months.
On January 10, 2005, the Company issued a press release regarding
the appointment of Mr. Hulburt. The press release is attached as
Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following Exhibit is filed as part of this report:
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated January 10, 2005
SIGNATURES
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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.
DATAWATCH CORPORATION
Date: January 14, 2005 By: /s/ Robert W. Hagger
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Name: Robert W. Hagger
Title: President and Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated January 10, 2005