Attached files
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| EX-99.1 - E DIGITAL CORP | v205643_ex99-1.htm |
| EX-99.2 - E DIGITAL CORP | v205643_ex99-2.htm |
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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 14, 2010
E.DIGITAL
CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
(State or
other jurisdiction of incorporation)
0-20734
(Commission
File Number)
33-0591385
(IRS
Employer Identification No.)
16770 West Bernardo
Drive
San
Diego, California 92127
(Address
of principal executive offices)
(858) 304-3016
(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.
On
December 15, 2010, e.Digital Corporation (the “Company”) entered into a
Separation Agreement and General Release (the “Separation Agreement”) with
Robert Putnam, in connection with Mr. Putnam’s previously-announced decision on
December 14, 2010 (the “Notice Date”) to resign as Senior Vice President,
Secretary, Interim Chief Accounting Officer and a Director of the Company and
its subsidiary.
Pursuant
to the terms of the Separation Agreement, the parties agreed that Mr. Putnam’s
employment with the Company terminated effective December 15, 2010 (the
“Separation Date”). In consideration of Mr. Putnam’s execution of a release of
claims in favor of the Company upon the Separation Date, Mr. Putnam will receive
$42,500 payable on January 7, 2011.
In
accordance with applicable law, Mr. Putnam has the right to revoke the
Separation Agreement for a period of seven days after the date on which it was
executed, and the Separation Agreement will not become effective or enforceable
until after the expiration of such seven-day revocation period.
Further
details regarding the agreement between Mr. Putnam and the Company are contained
in the Separation Agreement, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference. This description of the Separation Agreement
does not purport to be complete and is qualified in its entirety by reference to
the actual terms of the Separation Agreement.
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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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On
December 14, 2010 the Company announced that Robert Putnam, a “named executive
officer” was stepping down as an executive officer and director of the Company.
His resignation as an officer and director was effective December 15,
2010.
Subsequently
the Company entered into the Separation Agreement described in Item 1.01 above
incorporated by reference herein.
A copy of
the Press Release announcing the changes in management and director is attached
hereto as Exhibit 99.2 and incorporated by reference herein in its
entirety.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits:
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Exhibit No.
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Description
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99.1
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Separation
Agreement and General Release, dated as of December 15, 2010, between
e.Digital Corporation and Robert Putnam
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99.2
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Press
Release issued by the Company and dated December 14,
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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e.DIGITAL
CORPORATION
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Date:
December 17, 2010
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By:
/s/ ALFRED H. FALK
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Alfred
H. Falk, President and Chief Executive Officer
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(Principal
Executive Officer and duly authorized to sign
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on
behalf of the
Registrant)
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