one-third performance shares, with vesting based on the
approval by the Board or the Compensation Committee that the
Company has met certain performance metrics.

There is no arrangement or understanding between Mr.Waldis and
any other persons to which Mr.Waldis was selected as Chief
Executive Officer of the Company. There are no family
relationships between Mr.Waldis and any director or executive
officer of the Company and, other than as described above, no
transactions involving Mr.Waldis that would require disclosure
under Item 404(a)of Regulation S-K.

The Board also appointed Lawrence Irving, age 60, to serve as
the Companys Chief Financial Officer, effective April27, 2017
(the Start Date). Mr.Irving was previously the Companys
Executive Vice President, Chief Financial Officer and Treasurer
from July2001 to April2014. Before joining the Company, from
1998 to 2001, Mr.Irving served as Chief Financial Officer and
Treasurer at CommTech Corporation, a telecommunications
software provider that was acquired by ADC Telecommunications.
From 1995 to 1998, Mr.Irving served as Chief Financial Officer
of Holmes Protection Group, a publicly traded company which was
acquired by Tyco International. Mr.Irving is a certified public
accountant and a member of the New York State Society of
Certified Public Accountants. Mr.Irving received a degree in
accounting from Pace University.

to the terms of his employment with the Company, Mr.Irving will
receive an annual base salary of $425,000 and be eligible to
receive an annual performance bonus, with a target amount equal
to 80% of his annual base salary, based upon the achievement of
certain Company and individual objectives as determined by the
Compensation Committee or the Board. Mr.Irving will also be
eligible to participate in the LTI Plan with a target value of
$1.9 million. In addition, the Company will grant Mr.Irving
equity awards worth $1.9 million in value, based on the
Companys stock price on the date of grant. One-third of the
grant is stock options, with 25% vesting one year after the
date of the grant and 1/48th monthly thereafter, one-third is
time-based restricted stock awards, with one-third vesting each
year, and one-third is performance shares, with vesting based
on the approval by the Board or the Compensation Committee that
the Company has met certain performance metrics.

There is no arrangement or understanding between Mr.Irving and
any other persons to which Mr.Irving was selected as Chief
Financial Officer of the Company. There are no family
relationships between Mr.Irving and any director or executive
officer of the Company and, other than as described above, no
transactions involving Mr.Irving that would require disclosure
under Item 404(a)of Regulation S-K.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the definitive
employment agreements between the Company and Messrs.Waldis and
Irving, which will be filed with the Companys Quarterly Report
on 10-Q for the quarter ending June30, 2017 and are
incorporated by reference herein.

A copy of the press release announcing the appointment of
Messrs.Waldis and Irving as Chief Executive Officer and Chief
Financial Officer, respectively, and the resignation
Messrs.Hovsepian and Frederick as the Companys Chief Executive
Officer and Chief Financial Officer, respectively, is attached
hereto as Exhibit99.1 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements either contained in or incorporated by
reference into this report or press release attached hereto as
Exhibit 99.1, other than purely historical information,
including estimates, projections and statements relating to the
Companys business plans, objectives and expected operating
results, and the assumptions upon which those statements are
based, are forward-looking statements that involve risks and
uncertainties. These forward-looking statements include
statements regarding expected operating and financial results,
management of expenses and business strategy execution.
Although the Company attempts to be accurate in making
forward-looking statements, it is possible that future
circumstances might differ from the assumptions on which such
statements are based. Important factors that could cause
results to differ materially from the statements herein include
the following: general economic risks; execution risks with
acquisitions; closing conditions; risks associated with sales
not materializing based on a change in circumstances;
disruption to sales following acquisitions; increasing
competitiveness in the enterprise and mobile solutions market;
ability to retain key personnel following the acquisition; the
dynamic nature of the markets in which the companies operate;
specific economic risks in different geographies, and among
different customer segments; changes in foreign currency
exchange rates; uncertainty regarding increased business and
renewals from existing customers; uncertainties around
continued success in sales growth and market share gains;
failure to convert sales pipeline into final sales; risks
associated with successful implementation of multiple
integrated software products and other product functionality
risks; execution risks around new product development and
introductions and innovation; product defects; unexpected
costs, assumption of unknown liabilities and increased costs
for any reason; litigation and disputes and the potential cost,
distraction and damage to sales and reputation caused thereby;
market acceptance of new products and

services; the ability to attract and retain personnel; changes
in strategy; risks associated with management of growth;
lengthy sales and implementation cycles, particularly in larger
organizations; technological changes that make our products and
services less competitive; risks associated with the adoption
of, and demand for, our model in general and by specific
customer segments; competition and pricing pressure; and the
other risk factors set forth from time to time in the Companys
most recent Annual Report on Form10-K, our most recent
Quarterly Report on Form10-Q and our other filings with the
SEC, copies of which are available free of charge at the SECs
website at www.sec.gov or upon request from the Companys
investor relations department. All forward-looking statements
herein reflect the Companys opinions only as of the date of
this release, and the Company undertakes no obligation, and
expressly disclaim any obligation, to update forward-looking
statements herein in light of new information or future events.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits