Attached files
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| EX-10.1 - SAJAN INC | v192599_ex10-1.htm |
| EX-99.1 - SAJAN INC | v192599_ex99-1.htm |
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 4, 2010
Sajan,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51560
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41-1881957
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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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625
Whitetail Blvd.
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River
Falls, Wisconsin
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54022
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(Address
of Principal Executive
Offices) |
(Zip
Code)
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Registrant’s
telephone number, including area code: (715) 426-9505
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:
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 (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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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Effective
August 4, 2010, Sajan, Inc. (the “Company”) appointed Timothy Clayton, age 55,
as Chief Financial Officer. Mr. Clayton will replace Shannon
Zimmerman, the Company’s President and Chief Executive Officer, who has served
as Interim Chief Financial Officer since completion of the Company’s merger with
MathStar, Inc. on February 23, 2010.
Mr. Clayton is a founding principal of
Emerging Capital, LLC, a specialized management consulting firm providing
advisory services in the areas of strategic planning, mergers and acquisitions,
capital formation, corporate governance and CFO-related activities. Prior
to establishing Emerging Capital, Mr. Clayton served as Executive Vice
President, Chief Financial Officer and Treasurer of Building One Services
Corporation, a publicly traded national provider of facility services. Prior to
that, Mr. Clayton worked for 21 years at Price Waterhouse, LLP, serving as an
audit partner for nine years. In this role, he was responsible for audit,
acquisition support and business advisory services for a variety of
clients. Mr. Clayton has a B.A. in Accounting from Michigan State
University, and is a Certified Public Accountant.
Mr. Clayton’s employment agreement
(“Employment Agreement”) provides for an annual base salary of
$175,000. Mr. Clayton will be eligible to receive bonus payments from
time to time, in an amount determined in the sole discretion of the Compensation
Committee of the Company’s Board of Directors. In addition, Mr.
Clayton was granted stock options to purchase 250,000 shares of the Company’s
common stock. The stock options will be exercisable at the fair
market value of the Company’s common stock on the date of grant, will vest in
equal installments on June 1, 2011, 2012, 2013, and 2014 and expire 10 years
from the date of the grant. Upon a Change of Control (as such term is
defined in the Employment Agreement), all unvested stock options will become
vested. Under the Employment Agreement, Mr. Clayton is subject to
traditional non-competition and employee non-solicitation restrictions during
the term of his employment with the Company and for one year following his
termination of employment with the Company for any reason. The
Employment Agreement may be terminated by either party upon written
notice. In the event the Company terminates Mr. Clayton’s employment
for any reason not constituting Cause or Mr. Clayton terminates his employment
for Good Reason (as such terms are defined in the Employment Agreement), the
Company will pay his base salary through the date of termination and will
provide the following benefits: (i) severance pay equal to six months of his
ending base salary and (ii) immediate vesting of all stock options that are due
to be vested within six months from the date of termination.
The
foregoing description of Mr. Clayton’s Employment Agreement is qualified in its
entirety by reference to the Employment Agreement attached hereto as Exhibit
10.1, which is incorporated herein by reference to this Item 5.02.
Item
7.01 Regulation FD Disclosure.
A copy of the news release relating to
the Company’s employment agreement with Mr. Clayton, as described in Item 5.02
above, is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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10.1
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Employment
Agreement, dated as of August 4, 2010, by and between the Company and
Timothy Clayton.
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99.1
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News
release dated August 5,
2010.
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SIGNATURES
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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SAJAN,
INC.
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(Registrant)
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Date:
August 6, 2010
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/s/
SHANNON ZIMMERMAN
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Shannon
Zimmerman
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President and Chief Executive
Officer
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SAJAN,
INC.
FORM 8-K
CURRENT REPORT
INDEX
TO EXHIBITS
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Exhibit No.
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Description of Exhibit
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10.1
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Employment
Agreement, dated as of August 4, 2010, by and between the Company and
Timothy Clayton.
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99.1
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News
release dated August 5,
2010.
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