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 16, 2009
On2
Technologies, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State of
incorporation or organization)
1-15117
(Commission
File Number)
84-1280679
(IRS
Employer Identification No.)
3
Corporate Drive, Suite 100, Clifton Park, NY 12065
(518)
348-0099
(Address,
including zip code, and telephone number, including area code, of
Registrant's
principal executive offices)
Not
applicable
(Former
name, former address and former fiscal year, if applicable)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
Resignation of Anthony Principe
Effective
March 16, 2009, the Company and Anthony Principe, the Company’s Senior Vice
President and Chief Financial Officer, entered into an agreement pursuant to
which Mr. Principe resigned from all the offices he held with the Company and
terminated his employment with the Company. See Item 5.02(e) below in
this Current Report for a summary of the terms of the agreement.
(c)
Appoint of Wayne Boomer
Effective
with the resignation of Mr. Principe, the Company appointed Wayne Boomer as its
Senior Vice President and Chief Financial Officer. Mr. Boomer, 46,
was previously CFO and Vice President of Finance for Inmedius, Inc., where he
served for more than five years. Prior to joining Inmedius, Mr.
Boomer was Director of Finance and Operations for MapInfo Corporation’s Europe,
Middle East and Africa operations. See Item 5.02(e) below in this
Current Report for a summary of the terms of Mr. Boomer’s
employment.
(e)
Transition Agreement with Mr. Principe and Terms of Employment of Mr.
Boomer
Effective
March 16, 2009 (the “Effective Date”), the Company entered into a transition
agreement with Mr. Principe (the “Transition Agreement”) providing for his
resignation from the offices that he held with the Company, termination of his
employment with the Company, and commencement of a six-month consulting
engagement with the Company. The Transition Agreement is filed with
this report as Exhibit 10.1 and is incorporated herein by
reference. The summary of the Transition Agreement set forth below is
qualified in its entirety by reference to the text of the Transition
Agreement.
Under the
Transition Agreement and subject to the terms and conditions set forth therein,
Mr. Principe resigned from the offices he held with the Company and terminated
his employment with the Company on the Effective Date. Commencing on
the Effective Date and continuing for a period of six months (the “Transition
Period”), Mr. Principe will serve as a consultant to the Company, providing
advice in the areas of finance and assisting with the transition of the Chief
Financial Officer duties.
Pursuant
to the terms of the Transition Agreement, the Company will pay Mr. Principe
$13,299.98 per month during the Transition Period. In addition, the
Transition Agreement provides that any options to purchase Company securities
that had previously been granted to Mr. Principe and that are vested as of the
Effective Date will remain exercisable through March 15, 2011, notwithstanding
any more accelerated post-employment exercise requirements contained in Mr.
Principe’s option grants. The Transition Agreement also provides that
Mr. Principe, along with his family members who were covered under the Company’s
employee health plan as of the Effective Date, shall continue to be eligible for
participation in the Company’s employee health plan until the earlier of nine
months following the Effective Date or the date on which Mr. Principe becomes
eligible for health care benefits as an employee of a new employer.
Effective
March 16, 2009, (the “Commencement Date”), the Company offered and Mr. Boomer
accepted employment with the Company as its Senior Vice President and Chief
Financial Officer. The terms of Mr. Boomer’s employment are set forth
in an offer letter (the “Offer Letter”) filed with this report as Exhibit
10.2.
Pursuant
to the terms of the Offer Letter, Mr. Boomer will serve on at “at-will” basis as
the Company’s Senior Vice President and Chief Financial Officer. The
Offer Letter provides that the Company will pay Mr. Boomer an annual salary of
$160,000. In addition, the Offer Letter states that Mr. Boomer will
receive a restricted stock grant of 175,000 shares of the Company’s stock, which
shares shall vest one-third each on the first, second and third anniversaries of
the Commencement Date.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits.
10.1
Transition Agreement between the Company and Anthony Principe dated March 16,
2009.
10.2
Offer Letter executed by the Company and Wayne Boomer dated February 19,
2009.
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.
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Date:
March 18, 2009
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On2
Technologies, Inc.
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By:
/s/ Matthew
Frost
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Name:
Matthew
Frost
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Title:
Interim Chief Executive Officer and
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Chief
Operating Officer
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On2
Technologies, Inc.
Current
Report On Form 8-K
Dated
March 16, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Transition
Agreement between the Company and Anthony Principe dated March 16,
2009.
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10.2
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Offer
Letter executed by the Company and Wayne Boomer dated February 19,
2009.
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