Voxware 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 28, 2006
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 28, 2006, Voxware, Inc. (the “Company”) repriced (through a cancellation/regrant program) a number of stock options previously granted to the Company’s officers and one non-employee member of its Board of Directors. The grants in question were made during the period between January 1, 2005 and July 15, 2005, with exercise prices per share less than the price per share at which the Company’s common stock may have traded on the grant date. The repricing was designed to avoid any potential adverse taxation of those options under new Section 409A to the Internal Revenue Code.
Accordingly, the exercise price for each of the options in question was increased as a result of the repricing to the lower of (i) the fair market value per share of the Company’s common stock on the date that option was originally granted, or (ii) the fair market value per share of the Company’s common stock on December 28, 2006. In no event, however, was the new exercise price set at a price per share lower than the exercise price per share currently in effect for that option. The specific increases to the options in question held by the Company’s officers and non-employee Board member may be summarized as follows:
Except for the increases to the exercise prices per share for the options described above, no other terms or provisions governing the options in question have been modified.
As part of the December 28, 2006 repricing program, the officers and the non-employee Board member named above will each be eligible for a special retention cash bonus. The dollar amount of that bonus will be equal to the aggregate increase in the exercise prices for the repriced options held by the officer or Board member (as such amount is indicated for each individual in the chart above) and will be paid on or about January 3, 2008, provided such individual satisfies either of the following conditions:
(i) he continues in the Company’s employ or Board service through January 3, 2008, or
(ii) his employment or Board service terminates before that date by reason of his death or disability or, in case of an executive officer, an involuntary termination by the Company other than for cause.
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.