================================================================================
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
NOVEMBER 7, 2007 (NOVEMBER 1, 2007)
SYSVIEW TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
Delaware 000-25839 59-3134518
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1772 Technology Drive
San Jose, California 95110
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 436-9888 Ext. 207
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below).
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13(e)-4(c))
================================================================================
--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
risk factors relating to Registrant's industry, Registrant's operations and
results of operations and any businesses that may be acquired by Registrant.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
In this Form 8-K, references to "we," "our," "us," "Company," "Sysview
Technology" or "Registrant" refer to Sysview Technology, Inc., a Delaware
corporation.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
(b) Effective November 1, 2007, Mr. William Hawkins resigned as the Interim
Chief Financial Officer of Sysview Technology.
(c) Effective November 1, 2007, Sysview Technology's board of directors (the
"Board") appointed Ms. (Martha) Carolyn Ellis as Sysview Technology's Chief
Financial Officer.
Ms. Ellis has been an independent contractor to Sysview Technology
since April 2006 in charge of and supervising its financial reporting
obligations. Prior to her work with Sysview Technology, Ms. Ellis served as a
director, secretary and treasurer of Knovative, Inc., a telecommunications
research and development company that she co-founded in 2003 and where she
remains a member of the board of directors today. From April 2000 until she
co-founded Knovative, Ms. Ellis served as the Vice President of Finance for
Correlant Communications, a company in the telecommunications industry. Ms.
Ellis has been a certified public accountant since 1989. She earned her
bachelor's degree in economics and accounting from Hendrix College in 1986 and
her master's degree in business administration from the University of New Mexico
in 1994.
THE EMPLOYMENT AGREEMENT
Sysview Technology entered into an Employment Agreement with Ms. Ellis
on November 1, 2007. Under the terms of the Employment Agreement, Ms. Ellis is
appointed Chief Financial Officer of Sysview Technology for an initial term
("Term") of twelve (12) months, which is automatically extended for additional
one (1) year periods unless either party notifies the other party at least 90
days prior to the expiration of the then existing Term of its intention not to
extend the Term. Additionally, Ms. Ellis is to receive an annual salary of
$135,000 and, at the discretion of the compensation committee of Sysview
Technology's Board, may be eligible for an annual bonus which amount, if any,
and payment will be determined by the compensation committee. Ms. Ellis is also
granted options to purchase shares of Sysview Technology's common stock. In
connection therewith, Ms. Ellis entered into a Stock Option Agreement with the
Company, described below. Further, the Employment Agreement provides Ms. Ellis
with employee health insurance and the right to participate in any other
employee benefit plans established by Sysview Technology and our professional
employer organization.
Sysview Technology may terminate for cause the Employment Agreement
upon written notice if at any time Ms. Ellis: (a) engages in misconduct that may
have a material adverse effect on the business and affairs of Sysview
Technology; (b) disregards the legal instructions of the Board consistent with
her position relating to the business of Sysview Technology or neglects or fails
to discharge her duties so as to materially and adversely affect the business
and affairs of Sysview Technology; (c) engages in any activity in competition
with Sysview Technology; (d) is convicted of felony or (e) habitually abuses
alcohol or controlled substances. Such termination for cause, however, is
predicated on Ms. Ellis first receiving a notice from the Board advising her of
the specific acts or omissions constituting a cause for termination, and her
subsequent failure to correct such acts or omissions after a reasonable
opportunity (at least 10 days from her receipt of the Board's notice) to do so.
The Employment Agreement terminates automatically upon Ms. Ellis' death. If our
termination breaches the terms of the Employment Agreement, Ms. Ellis is
entitled to receive three (3) months salary at the salary rate set in the
Employment Agreement ("Severance Payment"), and Sysview Technology will pay 100%
of the C.O.B.R.A. premiums for three (3) months after her termination
("C.O.B.R.A. Payments"). Ms. Ellis will also be entitled to receive any
previously declared bonus.
On the other hand, Ms. Ellis may terminate the Employment Agreement
upon a 30-day written notice if: (i) Ms. Ellis is no longer the Chief Financial
Officer or its equivalent; (ii) Sysview Technology materially reduces Ms. Ellis'
duties and responsibilities; (iii) Sysview Technology requires Ms. Ellis to
relocate outside of the 60-mile radius of San Jose, California; (iv) Ms. Ellis'
compensation or other benefits are reduced by ten percent or more; (v) a
successor to Sysview Technology does not assume the Employment Agreement; (vi)
Sysview Technology materially breaches the Employment Agreement and fails to
cure within 30 days of written notice from Ms. Ellis of such breach or (vii)
Sysview Technology undergoes a change of control event. Ms. Ellis must submit
her termination notice within 90 days after the occurrence of any of the events
described in (i) through (vi), and within three years after the occurrence of
the even described in (vii). Upon such termination, Ms. Ellis is entitled to
receive the lesser of her remaining salary due under the Employment Agreement or
three (3) months salary at her then current annual salary rate ("Enhanced
Severance Payment") and the C.O.B.R.A. Payments. However, if the occurrence of
any of the events described in (i) through (vi) is the result of a Board action
necessitated by financial hardship of Sysview Technology, then Ms. Ellis will
waive her right to claim the Enhanced Severance Payment. She may terminate the
Employment Agreement within 30 days of such Board action, and receive the
Severance Payment and the C.O.B.R.A. Payments. Ms. Ellis may also terminate the
Employment Agreement without cause upon a 30-day written notice, provided that
she will not be entitled to receive the Severance Payment or any additional
compensation for such termination.
The Employment Agreement also contains restrictive covenants preventing
competition with Sysview Technology during her employment and for a period of
one (1) year after termination (including contact with or solicitation of the
customers, employees or suppliers of Sysview Technology), and also covenants
preventing the use or disclosure of confidential business information during or
at any time after termination of her employment. However, if the Employment
Agreement is terminated by Ms. Ellis under any of the circumstances described in
(i) through (vi) above, then the covenant against competition is reduced to the
number of months remaining under the Employment Agreement at the time of
termination plus six (6) months thereafter.
THE OPTIONS AND THE STOCK OPTION AGREEMENT
Under the Employment Agreement, Ms. Ellis is granted 150,000 options to
purchase shares of Sysview Technology's common stock ("Option Shares") at an
exercise price of $0.60 per share for a period of seven (7) years, and pursuant
thereto, she entered into the Stock Option Agreement with the Company. The
options may be exercised on a cashless basis. The options will vest and become
exercisable on the 12-month anniversary date of their issuance date. However, at
any time Sysview Technology undergoes a change of control event, the options
will become vested and immediately exercisable at any time within 12 months
after the effective date of the change of control event. Additionally, Sysview
Technology must use its best efforts to register the Option Shares no later than
120 days after the change of control event, unless doing so is counter to the
advice of counsel or would not be in the best interest of the Company, in which
case Sysview Technology will have an additional 60 days to comply with its
obligation to register the Option Shares.
The Stock Option Agreement provides certain anti-dilution adjustments.
Thus, in the event Sysview Technology declares or pays a dividend on its common
stock in common stock or other securities, or subdivides the outstanding common
stock, then upon the exercise of the options, for each share of common stock
acquired, Ms. Ellis will receive the number and kind of securities that she
would have been entitled to received had she owned such share of common stock on
the date the dividend or subdivision occurred. Upon any event that results in a
change of the number and/or class of securities issuable upon the exercise of
the options, Ms. Ellis will receive, upon exercise of the options, the number
and kind of securities and property that she would have been entitled to
received had she exercised immediately prior to such event. If the number of
outstanding shares of Sysview Technology's common stock is reduced, the exercise
price of the options will be proportionally increased. Lastly, any plan of
consolidation, merger, sale or conveyance of all or substantially all assets by
Sysview Technology (excepting a plan of complete liquidation) must provide that
Ms. Ellis will have the right to acquire and receive, upon exercise of the
options, such stock shares, securities or assets equivalent to the number of
shares of Sysview Technology common stock that she would have received had the
consolidation, merger sale or conveyance not occurred.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
99.1 Employment Agreement between Sysview Technology, Inc. and Carolyn Ellis
dated November 1, 2007
99.2 Option Agreement between Sysview Technology, Inc. and Carolyn Ellis
dated November 1, 2007
SIGNATURES
Pursuant 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.
SYSVIEW TECHNOLOGY, INC.
Date: November 7, 2007 By: /s/ Darwin Hu
------------------------------------
Darwin Hu,
Chief Executive Officer