DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 8, 2017, Dataram Corporation (the Company) and David A.
Moylan, the Companys former President and Chief Executive
Officer, entered into a separation agreement (the Moylan
Separation Agreement). Mr. Moylan remains a director of the
Company and its wholly owned subsidiary Dataram Memory and
remains the President and Chief Executive Officer of Dataram
Memory. As previously disclosed, Mr. Moylan resigned as Chairman
of the Board of Directors and as the President and Chief
Executive Officer of the Company on May 23, 2017 in connection
with the closing of the transactions contemplated by the
Agreement and Plan of Merger, as amended and restated on July 29,
2016, and further amended and restated on September 14, 2016 and
November 28, 2016 with Dataram Acquisition Sub, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company (DAS),
U.S. Gold Corp., a Nevada corporation (USG) and Copper King LLC,
the principal shareholder of USG to which USG merged (the Merger)
with and into DAS, with USG surviving the merger as the surviving
corporation, as more fully described in that certain Registration
Statement on Form S-4 (File No. 333-215385) declared effective by
the Securities and Exchange Commission on March 7, 2017 (the
Registration Statement).
Under the terms of the Moylan Separation Agreement, Mr. Moylan
will receive a severance payment of an aggregate of $494,227.
Unless revoked, the agreement becomes effective eight days
following execution. Such severance payment is the sole and
exclusive payment by the Company and is in lieu of any and all
payments or obligations, including any separation payments under
prior agreements between Mr. Moylan and the Company or as
described in the Registration Statement. Also as set forth in the
Moylan Separation Agreement, Mr. Moylan will, until terminated by
the Companys Board of Directors at its sole option with two weeks
notice, serve as the President and Chief Executive Officer of
Dataram Memory for a monthly fee of $19,667, payable 90% in
common stock of the Company and 10% in cash and provide general
consulting and support services to the Company.
On June 6, 2017, Anthony Lougee resigned as Chief Financial
Officer of the Company to a Change in Control and Severance
Agreement by and between the Company and Mr. Lougee dated July
31, 2015 (the Lougee Severance Agreement). Mr. Lougees decision
to resign did not result from any disagreement with the Company,
the Companys management or the Board of Directors. On June 8,
2017, the Company entered into a separation agreement with Mr.
Lougee (the Lougee Separation Agreement). Under the terms of the
Lougee Separation Agreement, Mr. Lougee will receive a severance
payment of an aggregate of $221,718. Unless revoked, the
agreement becomes effective eight days following execution. Such
severance payment is the sole and exclusive payment by the
Company and is in lieu of any and all payments or obligations,
including any separation payments under prior agreements between
Mr. Lougee and the Company, including the Lougee Severance
Agreement, or as described in the Registration Statement.
On June 8, 2017, we reappointed Mr. Lougee to serve as our Chief
Financial Officer and as the Chief Financial Officer of Dataram
Memory and entered into an amended and restated offer letter
agreement (the Employment Agreement). Mr. Lougees compensation
shall remain the same as his compensation immediately prior to
his resignation: a base salary of $144,000 with additional
monthly cash payments of $2,500 through the earliest to occur of
(i) his resignation or removal as Chief Financial Officer of the
Company or of Dataram Memory or (ii) November 23, 2017. He shall
also receive a monthly award of 500 shares of restricted common
stock. Mr. Lougees employment is on an at-will basis and may be
terminated without notice at any time by Mr. Lougee or the Board
of Directors. The Employment Agreement cancels and supersedes the
Lougee Severance Agreement, the offer letter agreement by and
between the Company and Mr. Lougee dated July 31, 2015 and the
incentive agreement by and between the Company and Mr. Lougee
dated February 7, 2017.
The foregoing description of the terms of the Moylan Separation
Agreement, the Lougee Separation Agreement and the Employment
Agreement do not purport to be complete and are subject to, and
qualified in their entirety by reference to, the Moylan
Separation Agreement, the Lougee Separation Agreement and the
Employment Agreement, which are filed herewith as Exhibit 10.1,
Exhibit 10.2 and 10.3, respectively, and are incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 10.1 |
Separation Agreement dated June 8, 2017 by and between Dataram Corporation and David A. Moylan |
|
| 10.2 |
Separation Agreement dated June 8, 2017 by and between Dataram Corporation and Anthony Lougee |
|
| 10.3 |
Amended and Restated Offer Letter dated June 8, 2017 by and between Dataram Corporation and Anthony Lougee |
About DATARAM CORPORATION (NASDAQ:DRAM)
Dataram Corporation (Dataram) is an independent manufacturer of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for various brands, as well as a line of memory products for Intel and AMD motherboard based servers. Its business lines include Dataram/Princeton Memory, Micro Memory Bank (MMB), MemoryStore.com and 18004Memory.com. The Dataram/Princeton Memory Business provides memory products that support enterprise/mission critical need; custom memory solutions for various customers ranging from enterprise and data center segments to power users and gamers, and solutions to extend the density memory options available to customers. MMB provides new and refurbished memory products. 18004Memory.com Web property provides a source for new and refurbished memory products. The Memorystore.com Web property provides a source for Dataram Value Memory products.