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): November 9, 2012
CICERO INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-26392
(Commission
File Number)
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11-2920559
(IRS Employer
Identification No.)
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8000 Regency Parkway
Suite 542
Cary, North Carolina
(Address of principal executive offices)
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27518
(Zip Code)
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Registrant’s telephone number, including area code (919) 380-5000
(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 Instructions 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 Arrangements of Certain Officers
On November 9, 2012, the Compensation Committee of the Board of Directors of Cicero Inc. (the “Company”) approved an amendment, effective September 1, 2012, to the Company’s Employment Agreement with John P. Broderick, the Company’s Chief Executive Officer and Chief Financial Officer, under which Mr. Broderick will be entitled to receive 1,500,000 shares of the Company’s common stock in the event of the termination, with or without cause, of his employment with the Company or in the event of a change of control (as that term is defined in the Employment Agreement) of the Company.
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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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Cicero Inc.
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Date: November 14, 2012
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By:
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/s/ John P. Broderick | |
| John Broderick | |||
| Chief Executive Officer | |||
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