Attached files
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| EX-99.1 - PRESS RELEASE - DATAWATCH CORP | exh99-1_17282.htm |
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) March 1, 2012
Datawatch Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-19960
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02-0405716
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(Commission File Number)
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(IRS Employer Identification No.)
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Quorum Office Park
271 Mill Road
Chelmsford, Massachusetts
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01824
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(Address of Principal Executive Offices)
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(Zip Code)
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(978) 441-2200
(Registrant’s Telephone Number, Including Area Code)
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):
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))
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Item 1.01
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Entry into a Material Definitive Agreement
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On March 1, 2012, Datawatch Corporation (“Datawatch”) exercised its option under the Option Purchase Agreement dated as of April 29, 2004 by and among the Company, Personics Corporation, Raymond J. Huger and Math Strategies, as amended (the “Option Agreement”), to purchase from Math Strategies the intellectual property underlying Datawatch’s Monarch Report Analytics platform. Pursuant to a formula contained in the Option Agreement, the purchase price for the intellectual property assets will be $8.541 million. The transaction is expected to close within 60 days.
The Option Agreement and the amendment to the Option Agreement dated as of February 21, 2006 (the “Option Amendment”) are incorporated herein by reference to the copies of such documents previously filed with the Securities and Exchange Commission, the Option Agreement having been filed as Exhibit 10.1 to Datawatch’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and the Option Amendment having been filed as Exhibit 10.2 to Datawatch’s Current Report on Form 8-K dated February 21, 2006.
A copy of the press release announcing the option exercise is furnished as Exhibit 99.1 and is incorporated herein by reference. The information contained in Exhibit 99.1 and incorporated herein by reference, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in Exhibit
99.1 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Datawatch, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following Exhibit is furnished as part of this report:
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Exhibit No.
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Description
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99.1
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Press release issued by Datawatch Corporation, dated March 1, 2012.
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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.
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DATAWATCH CORPORATION
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Date: March 2, 2012
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By:
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/s/ Murray P. Fish
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Name: Murray P. Fish
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Title: Chief Financial Officer
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