Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - CROSSROADS SYSTEMS INC | v350043_ex10-1.htm |
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): July 10, 2013
CROSSROADS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15331 | 74-2846643 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
11000 North Mo-Pac Expressway
Austin, Texas 78759
(Address of principal executive offices)
(512) 349-0300
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On July 10 and July 11, 2013, each of the current directors and executive officers of Crossroads Systems, Inc. (the “Company”) entered into a new form of Indemnity agreement that will replace the prior indemnity agreement with the Company to which each such director or executive officer was a party.
The new form of indemnity agreement supplements the indemnification rights provided under the Company’s certificate of incorporation, bylaws and applicable law. The new indemnity agreement provides that the Company will indemnify the director or executive officer (the “Indemnitee”) against all expenses, judgments, damages, witness fees, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee and arising out of the Indemnitee’s service as a director or executive officer to the fullest extent permitted by the Company’s certificate of incorporation, bylaws and the General Corporation Law of the State of Delaware or other applicable law and to any greater extent that applicable law may in the future permit, subject to certain exceptions specified in the agreement. The new indemnity agreement further provides for the advancement of expenses and allows the Company to assume the defense of a claim against an Indemnitee if the Company is obligated to provide indemnification for such claim. The new indemnity agreement also provides that in the event of a change in control transaction or an event of insolvency, the Company will obtain or maintain substantially equivalent directors’ and officers’ liability insurance covering a six-year period following the transaction, subject to certain premium limitations.
The foregoing description of the new indemnity agreement is a general description only and is qualified in its entirety by reference to the new indemnity agreement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Indemnity Agreement between Crossroads Systems, Inc. and the directors and executive officers thereof |
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.
| CROSSROADS SYSTEMS, INC. | ||
| Date: July 15, 2013 | By: | /s/ Jennifer Crane |
| Name: Jennifer Crane | ||
| Title: Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Form of Indemnity Agreement between Crossroads Systems, Inc. and the directors and executive officers thereof |