Moldflow 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 2, 2007
(Exact name of registrant as specified in charter)
Registrants telephone number, including area code: (508) 358-5848
(Former name or former address, if changed since last report)
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):
TABLE OF CONTENTS
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of November 2, 2007, Moldflow Corporation (the Company) and each of A. Roland Thomas, the Companys President and Chief Executive Officer; Kenneth R. Welch, the Companys Chief Operating Officer; Gregory W. Magoon, Executive Vice President of Finance and Chief Financial Officer; and Lori M. Henderson, the Companys Chief Administrative Officer (the Executives and each an Executive ) have entered into amended and restated employment agreements (the Restatements).
The Restatements update the terms and conditions of the previous amended and restated employment agreements for each Executive to make certain immaterial modifications based on changed factual circumstances or local legal requirements as well as the following: a) in the case of all Executives, to reflect the calculation of the bonus portion of any required severance payments in a way that more closely follows the Companys annual cash bonus plan, and to make certain modifications in order to make the agreements comply with Section 409 of the Internal Revenue Code of 1986, as amended (the Code), and b) in the case of Mr. Welch and Ms. Henderson, to implement a modified cut back provision with respect to the payment of certain severance payments in the event that the severance payments would be subject to the excise tax imposed by Section 4999 of the Code.
The foregoing description of the Restatements is not complete and is qualified in its entirety by reference to the amended and restated employment agreements that are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
Exhibit 10.1 Amended and Restated Employment Agreement between the Registrant and Lori M. Henderson.
Exhibit 10.2 Amended and Restated Employment Agreement between the Registrant and A. Roland Thomas.
Exhibit 10.3 Amended and Restated Employment Agreement between the Registrant and Gregory W. Magoon.
Exhibit 10.4 Amended and Restated Employment Agreement between the Registrant and Kenneth R. Welch.
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.