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) December 17, 2007
VERAMARK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-13898
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16-1192368 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
3750 Monroe Avenue, Pittsford, New York 14534
(Address of Principal Executive Offices including zip code)
(585) 381-6000
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 1 –Registrant’s Business and Operations
Item 1.01 Entry Into Material Definitive Agreements
On December 17, 2007, the Compensation Committee of the Board of Directors of Registrant
approved the grant of non-qualified stock options under the Corporation’s 1998 Long Term Incentive
Plan to David G. Mazzella, President and Chief Executive Officer.
Mr. Mazzella was awarded options to purchase 100,000 shares of the Registrant’s Common Stock.
The options granted to Mr. Mazzella were granted pursuant to the Employment Agreement, dated March
28, 2005, by and between the Registrant and David G. Mazzella (the “Employment Agreement”).
Pursuant to the terms of the Employment Agreement, in the event any options previously issued to
Mr. Mazzella expire during the term of his employment without being exercised, the Registrant is
obligated to issue to Mr. Mazzella an identical number of new options at the fair market value on
the date of grant.
Options granted to Mr. Mazzella on December 16, 1997 to purchase 100,000 shares of the
Registrant’s Common Stock expired on December 15, 2007 without exercise. As a result, the
Registrant granted options to Mr. Mazzella to purchase 100,000 shares of the Registrant’s Common
Stock, which options are exercisable at the fair market value of such stock on the date of grant;
are immediately exercisable; are for a term of ten (10) years without regard to any intervening
retirement or other termination of employment by Mr. Mazzella; and are otherwise subject to all
other customary terms and conditions for employee stock options.