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
Date of
Report (Date of Earliest Event Reported): September 13, 2010 (September 7,
2010)
US DATAWORKS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
001-15835
|
84-1290152
|
||
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
One
Sugar Creek Blvd., 5th
Floor
Sugar
Land, Texas
|
77478
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(281)
504-8000
(Registrant’s telephone number, including area code)
N/A
(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 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
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers
|
(e) On
September 7, 2010 (but effective as of April 1, 2010), the Compensation
Committee of the Board of Directors (the “Board”) of US Dataworks, Inc. (the
“Company”) approved the US Dataworks, Inc. Incentive Compensation Plan for
Fiscal 2011 for Executive Personnel (the “Executive Compensation Plan”) pursuant
to which the Company’s executive officers will be eligible to earn certain
incentive awards based on the Company achieving certain goals for fiscal
2011.
The
following is a summary of the terms and conditions of the Executive
Compensation Plan:
Participants: | Charles E. Ramey, Chairman and CEO | |||
Mario Villarreal, President and COO | ||||
Randall J. Frapart, CFO and CAO | ||||
Maximum
Incentive Award Payment: |
Mr. Ramey | 65% of annual base salary | ||
Mr. Villarreal | 50% of annual base salary | |||
Mr. Frapart | 50% of annual base salary | |||
Metrics:
|
The
amount of the incentive award payment will be based on the achievement of
seven individually weighted corporate goals for fiscal 2011 as described
in the following table:
|
Fiscal 2011
Goal
|
Minimum
|
Target
|
Weight
|
|||
New
customers added
|
12
|
20
|
20%
|
|||
Increase
in transactions under management
|
700
million
|
1.1
billion
|
7%
|
|||
Increase
in backlog revenue
|
$750,000
|
$1,250,000
|
20%
|
|||
Revenue
|
$12,500,000
|
$13,500,000
|
20%
|
|||
Net
income
|
$2,500,000
|
$3,000,000
|
20%
|
|||
Common
stock price at June 30, 2011
|
$0.30
per share
|
$0.40
per share
|
6%
|
|||
Customer
satisfaction surveys
|
Meets
expectations
|
Exceeds
expectations
|
7%
|
Calculation:
|
The
incentive award payment for the achievement of a particular fiscal 2011
corporate goal will be (1) the maximum incentive award payment multiplied by (2) the
weight assigned to such corporate goal multiplied by (3) the
ratio of the actual metric achieved to the target amount (such amount not
to exceed 100% even if the target is exceeded); provided, however, that if
the minimum amount is not achieved, the award payment for such corporate
goal will be $0. The total incentive award payment will be the
sum of the seven individual award payments.
|
|||
Gate:
|
In
addition to (and notwithstanding) the foregoing, no incentive award
payment will be deemed to have been earned unless the following goals have
been met: (1) not less than 12 new customers are added during fiscal 2011
and (2) the Company’s cash flow for fiscal 2011 is greater than or equal
to $1,200,000 where “cash flow” is defined as (i) EBITDA plus (ii) equity-based
compensation expense minus (iii) cash
interest expense minus (iv) capital
expenditures.
|
|||
Form
of Payment:
|
Incentive
award payments may be made in cash, stock or any combination thereof as
determined by the Compensation Committee.
|
|||
Administration:
|
The
Executive Compensation Plan will be administered solely by the
Compensation Committee.
|
Item
5.07
|
Submission
of Matters to a Vote of Security
Holders
|
On
September 8, 2010, the Company held its 2010 Annual Meeting of Stockholders (the
“Annual Meeting”). The purpose of the Annual Meeting was to (i) elect
three Class II Directors to hold office until the Company’s 2013 Annual Meeting
of Stockholders and (ii) ratify the appointment of Ham, Langston & Brezina,
LLP as the Company’s independent auditors for the fiscal year ending March 31,
2011.
The
following tables provide the number of votes cast relative to each
proposal:
Class II Director
Nominee
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
|||
Hayden
D. Watson
|
11,570,596
|
288,788
|
16,628,863
|
|||
Thomas
L. West, Jr.
|
11,569,096
|
290,278
|
16,628,873
|
|||
Anna
C. Catalano
|
11,579,277
|
280,097
|
16,628,873
|
Votes
For
|
Votes
Withheld
|
Abstain
|
Broker
Non-Votes
|
|||||
Ratification
of Ham, Langston & Brezina, LLP
|
28,025,053
|
430,931
|
32,263
|
0
|
The three
Class III Directors (J. Patrick Millinor, Charles E. Ramey and Mario Villarreal)
continued in office with terms expiring in 2011 and the three Class I Directors
(Joe Abrell, John L. Nicholson, M.D. and G. Richard Hicks) continued in office
with terms expiring in 2012.
SIGNATURE
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.
Dated: September 13, 2010
US DATAWORKS, INC. | |||
|
By:
|
/s/ Charles E. Ramey | |
Charles E. Ramey | |||
Chief Executive Officer | |||