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): March 20, 2015
DATARAM CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey | 1-8266 | 22-18314-09 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Route 571, P.O. Box 7258, Princeton, NJ | 08543-7528 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (609) 799-0071
(Former name of 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:
☐ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 20, 2015, at 5:00 p.m. EDT, the Board of Directors (the “Board”) of Dataram Corporation (“we” or “our”), by unanimous resolution, removed John Freeman from our Board for cause (breaches of his fiduciary duty and duty of loyalty and his acts of fraud and dishonesty). Accordingly, his term as one of our directors terminated as of such date and time. The removal was consistent with NJ Rev Stats Section 14A:6-6 (3) and Article II Section 1 of our Bylaws. The Company will take all appropriate legal action to address his conduct. We are continuing our previously announced search for an independent director.
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.
DATARAM CORPORATION | |
(Registrant) | |
Date: March 23, 2015 | |
/s/ DAVID A. MOYLAN | |
(Signature) | |
David A. Moylan | |
Chairman and Chief Executive Officer |