Datawatch Corporation (NASDAQ:DWCH) Files An 8-K Results of Operations and Financial ConditionItem 2.02. Results of Operations and Financial Condition
On July 19, 2017, Datawatch Corporation (“Datawatch”) issued a press release reporting its financial results for its quarter ended June 30, 2017. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in this Item 2.02, including in Exhibit 99.1 attached hereto and incorporated herein by reference, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission (“SEC”) made by Datawatch, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
The Board of Directors (the “Board”) of Datawatch has appointed Colin P. Mahony to serve as a director of the corporation, effective July 18, 2017. Upon his appointment to the Board, Mr. Mahony will become a member of the Board’s Corporate Governance and Nominating Committee and its Compensation and Stock Committee.
As a non-employee director, Mr. Mahony is entitled to compensation to Datawatch’s director compensation policies described beginning on page 8 of the Revised Proxy Statement on Schedule 14A filed by Datawatch with the SEC on March 3, 2017. In accordance with such policies, Mr. Mahony received effective upon his election restricted stock units for 7,000 shares of Datawatch common stock, which will vest in annual installments over the three years following August 1, 2017. The agreement setting forth the terms and conditions of such grant is in substantially the same form as the Restricted Stock Unit Agreements entered into by Datawatch’s other non-employee directors in connection with similar grants. Such form was filed as Exhibit 10.29 to Datawatch’s Annual Report on Form 10-K filed with the SEC on December 22, 2011, and is incorporated herein by reference.
In connection with his appointment, Mr. Mahony also entered into an indemnification agreement with Datawatch (the “Indemnification Agreement”), in substantially the same form as the indemnification agreements entered into by the other non-employee directors on the Board. The Indemnification Agreement will require Datawatch to indemnify Mr. Mahony for any and all expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement which are actually and reasonably incurred by him in connection with any threatened, pending or completed proceeding arising out of Mr. Mahony’s status as a director of Datawatch. In addition, the Indemnification Agreement will require Datawatch to advance expenses incurred by Mr. Mahony in connection with any proceeding against him with respect to which he may be entitled to indemnification by Datawatch. A form of the Indemnification Agreement was filed with the Securities Exchange Commission as Exhibit 10.1 to Datawatch’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and is incorporated herein by reference.
Datawatch has issued a press release announcing Mr. Mahony’s appointment, a copy of which is included with this report as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
The following Exhibit is furnished as part of this report:
| Exhibit No. | Description |
| 99.1 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
| 99.2 | Press release issued by Datawatch Corporation, dated July 19, 2017. |
DATAWATCH CORP ExhibitEX-99.1 2 v470928_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Datawatch Announces Third Quarter Fiscal 2017 Financial Results Total revenue increases 23% year-over-year,…To view the full exhibit click here
About Datawatch Corporation (NASDAQ:DWCH)
Datawatch Corporation is engaged in the design, development, marketing, distribution and support of business computer software primarily for the self-service data preparation and visual data discovery markets. The Company also provides services, including implementation and support of its software products, as well as training on their use and administration. The Company’s product family includes Datawatch Monarch, Datawatch Panopticon and Datawatch Report Mining Server (RMS). The Company offers its enterprise products through perpetual licenses and subscription pricing models. The Company also offers educational services for customers and partners implementing and learning about the platform, maintenance and support, and professional services to provide in-depth technical assistance for software implementations. The Company offers an array of live and virtual classroom instruction, including private onsite classes.
