AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
(a)As previously reported, Richard G. Hersperger, the former Chief Executive Officer of Authentidate Holding Corp. (the “Company”) and a member of the board of directors, was terminated as CEO in August 2016. At the time of his termination, Mr. Hersperger demanded severance and other remuneration, which was rejected by the Company as without legal basis. He continued to serve on the board of directors and the Company believes he used this position to further his personal agenda.
On August 25, 2017, the Company commenced litigation against Mr. Hersperger to recover 38,321 shares of Common Stock issued to Mr. Hersperger and obtain declaratory relief confirming the termination of all further obligations to him. The complaint also seeks damages based on common law fraud and breach of fiduciary duty.
On September 7, 2017, 14 days after the commencement of the Company’s lawsuit against Mr. Hersperger, Mr. Hersperger resigned from the board of directors effective immediately. Through emails from him and his attorney, Mr. Hersperger informed the Company of his decision to resign, and his intention to commence litigation against the Company. These e-mails are attached as Exhibit 17.1 to this Current Report on Form 8-K. Subsequently, Mr. Hersperger emailed a purported “draft letter” of resignation that was replaced by a final letter dated September 12, 2017, which is attached as Exhibit 17.2 to this Current Report on Form 8-K.
In his resignation letter, Mr.Hersperger made statements expressing disagreements with the Company on matters relating to its operations, policies or practices. Specifically, he stated he had concerns arising from an alleged lack of transparency and other allegations relating to the standard of care exercised by the board. The letter also purports to describe certain events supporting his claims. The Company strongly disagrees with the assertions made by Mr.Hersperger and continues to believe his statements were primarily designed to motivate the Company to grant him severance.
The Company further believes that Mr. Hersperger’s letter contains untrue and defamatory statements about the Company, its officers and directors, and its counsel, and that Mr. Hersperger is simply trying to advance his litigation position. The Company contends that the proper forum to resolve the dispute between Mr. Hersperger and the Company is the Superior Court in Georgia where the action is pending, and not through the Company’s Exchange Act filings. Accordingly, the Company will not submit a detailed refutation of his allegations in this report.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr.Hersperger with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
|Item 5.02||Financial Statements and Exhibits.|
The following exhibits are attached to this Form 8-K:
* Confidential treatment has been requested with respect to portions of this document to Rule 24b-2 of the Securities Exchange Act. The redacted portions of this document were filed separately with the Securities and Exchange Commission.
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.
|AUTHENTIDATE HOLDING CORP.|
|By:||/s/ Paul S. Suda|
|Name: Paul S. Suda|
|Title: General Counsel|
|Date: September 13, 2017|
* Confidential treatment has been requested with respect to portions of this document AUTHENTIDATE HOLDING CORP ExhibitEX-17.1 2 v475063_ex17-1.htm EXHIBIT 17.1 Exhibit 17.1 From: Joseph Hudak <[email protected]> Sent: Thursday,…To view the full exhibit click
About AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT)
Authentidate Holding Corp. and its subsidiaries provide Web-based revenue cycle management applications, and telehealth products and services. The Company enables healthcare organizations to coordinate care for patients and to manage related administrative and clinical workflows. Its Web-based solutions incorporate multiple features and security technologies, such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. The Company’s Inscrybe Healthcare is a Web-based revenue cycle management workflow automation solution. Its Telehealth Solutions provide an advanced in-home patient vital signs monitoring system and a Web-based management and monitoring software module for use by healthcare providers. The Company’s AuthentiProof is a content integrity and time-and-date stamp application.