UNITED
STATES
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
January
22, 2010 (January 20, 2010)
Date of
Report (Date of earliest event reported)
AFTERSOFT
GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-27083
|
84-1108035
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
Second
Floor, 9 Lower Bridge Street, Chester, UK CH1 1RS
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: 011 44 124 431
1794
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement
On January 20, 2010, Aftersoft Group,
Inc. (“Aftersoft” or the “Company”) entered into a Separation Agreement (the
“Separation Agreements”) with each of Ian Warwick, Chief Executive Officer and
director, and Simon Chadwick, Chief Operating Officer and director, pursuant to
which Mr. Warwick and Mr. Chadwick resigned from their respective positions with
the Company effective as of January 31, 2010, and their respective employment
agreements with the Company dated December 1, 2008 were terminated.
Pursuant
to the Separation Agreements and in accordance with the terms of their
respective employment agreements, Mr. Warwick will receive $300,000 and Mr.
Chadwick will receive $225,000 as termination payments, which will be paid in 6
monthly installments, and all performance share units previously granted to them
that would vest in the course of any fiscal year will vest on a pro rata
basis. In addition, Mr. Warwick is entitled to receive a one-time fee
of $75,000 and Mr. Chadwick is entitled to receive a one-time fee of $50,000 in
the event of a refinancing of the Company’s debt currently held by ComVest
Capital LLC (a “Refinancing Fee”), except to the extent all or a portion of such
refinancing is effected by a shareholder that as of the date of the Separation
Agreements owns more than 5% of the Company’s common stock or is an independent
member of the Company’s Board of Directors. The Refinancing Fees are
convertible at the option of Messrs. Warwick and Chadwick into equity at a rate
of $1.10 for each $1.00 of the earned Refinancing Fee.
The
Separation Agreements contain a non-solicitation provision that is in effect for
one year form the date of the Separation Agreements, a non-competition provision
which is in effect for so long as Mr. Warwick and Mr. Chadwick is receiving any
termination or severance payments under the Separation Agreements, a
non-disparagement provision, and a confidentiality provision, pursuant to which
each of Mr. Warwick and Mr. Chadwick has agreed to preserve all confidential and
proprietary information relating to the Company's business for a period of
two years from the date of his Separation Agreement.
The
foregoing summary of the terms of the Separation Agreements is qualified in its
entirety by reference to the definitive documents, copies of which are attached
hereto as Exhibits 10.1 and 10.2.
The
Company announced the resignations of Mr. Warwick and Mr. Chadwick by press
release on January 21, 2010, a copy of which is attached hereto as Exhibit
99.1.
Item
1.02 Termination of a Material Definitive
Agreement
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 20, 2010, Ian Warwick resigned as the Chief Executive Officer and
director of Aftersoft, and Simon Chadwick resigned as Chief Operating Officer
and director of the Company, effective as of January 31, 2010. The
resignations of Messrs. Warwick and Chadwick from the Board were not the result
of any disagreement with the Company known to an executive officer of the
Company on any matter relating to the Company’s operations, policies, and
practices.
On January 21, 2010, Michael Jamieson
was appointed to serve as the Company’s Interim CEO. Mr. Jamieson
will also be nominated to the Company’s Board of Directors, to stand for
election at the Company’s upcoming Annual Meeting of Stockholders, which has
been set for April 21, 2010. There is no arrangement or understanding
between Mr. Jamieson and any other person pursuant to which he was selected as
an officer.
Mr.
Jamieson, age 42, previously served as Chief Operating Officer and a director of
Aftersoft, from December 2005 through March 2007. Mr. Jamieson has
served as Managing Director of Aftersoft's subsidiary, MAM Software Ltd., since
2004. Mr. Jamieson joined MAM in 1991 in its installation and
configuration department and has held a number of positions within MAM's
implementation and support departments until his appointment as Department
Manager for Workshop and Bodyshop Systems in 1995. Mr. Jamieson was promoted to
the position of Associate Director of Workshop and Bodyshop Systems in 2002
before taking his current role as Managing Director in 2004.
The
Company announced Mr. Jamieson’s appointment by press release on January 21,
2010, a copy of which is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Separation
Agreement dated January 20, 2010 between Aftersoft Group, Inc. and Ian
Warwick.
|
|
10.2
|
Separation
Agreement dated January 20, 2010 between Aftersoft Group, Inc. and Simon
Chadwick.
|
|
99.1
|
Press
Release dated January 21, 2010
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
|
Dated:
January 22, 2010
|
Aftersoft
Group, Inc.
|
|
| |
|
|
|
| |
By:
|
/s/ Charles
F. Trapp
|
|
| |
|
Name:
Charles F. Trapp
|
|
| |
|
Title:
Chief Financial Officer
|
|
| |
|
|
|