UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 3, 2008 (FEBRUARY 26, 2008)
DOCUMENT CAPTURE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-25839 59-3134518
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYEE
OF INCORPORATION) IDENTIFICATION NO.)
1772 TECHNOLOGY DRIVE
SAN JOSE, CALIFORNIA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 436-9888
(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 Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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))
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This Form 8-K and other reports filed by Document Capture Technologies,
Inc., a Delaware corporation (the "Registrant") from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward-looking statements and information based upon the beliefs of,
and currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative of these terms and similar expressions and variations thereof as
they relate to the Registrant or the Registrant's management identify
forward-looking statements. Such statements reflect the current view of the
Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other risk factors relating to the Registrant's
industry, the Registrant's operations and results of operations and any
businesses that may be acquired by the Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although the Registrant believes that the expectations reflected in the
forward-looking statements contained in the Registrant's Filings are reasonable,
the Registrant cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of the
forward-looking statements contained herein to conform these statements to
actual results.
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.
(B) RESIGNATION OF PRINCIPAL OFFICERS AND DIRECTORS
Mr. Darwin Hu, Chairman of the Board, President and Chief Executive
Officer of the Registrant informed the Registrant's Board of Directors on
February 26, 2008 that he will resign as President and Chief Executive Officer
of the Registrant effective March 1, 2008. Mr. Hu will continue as non-executive
Chairman of the Board of the Registrant.
There were no disagreements between Mr. Hu and any officer or director
of the Registrant. The Registrant provided a copy of the disclosures it is
making in response to this Item 5.02 to Mr. Hu and informed him that he may
furnish the Registrant as promptly as possible with a letter stating whether he
agrees or disagrees with the disclosures made in response to this Item 5.02, and
that if he disagrees, then the Registrant requests that he describes the reasons
why he disagrees with the disclosures. The Registrant will undertake to file any
letter received from Mr. Hu, if any, as an exhibit to an amendment to this
current report on Form 8-K within two business days after receipt.
On February 26, 2008, Mr. David Clark, Chief Investment Officer, Senior
Vice President of Business Development and a Director informed the Board that in
connection with his new role as Chief Executive Officer of the Registrant he
will resign his position of Chief Investment Officer simultaneously with his
assumption of the Chief Executive Officer position of the Registrant effective
March 1, 2008.
(C) APPOINTMENT OF NEW OFFICERS
On February 26, 2008, Mr. David Clark, the Registrant's current Chief
Investment Officer, was elected Chief Executive Officer of the Registrant
effective March 1, 2008 and Mr. William Hawkins, the Registrant's current Chief
Operating Officer, was elected President of the Registrant effective March 1,
2008. Mr. Hawkins will continue as Chief Operating Officer of the Registrant as
well.
Mr. David Clark has been the Registrant's Senior Vice President of
Business Development and a director since July 15, 2004 and our Chief Investment
Officer since September 2007. In July 2005, Mr. Clark was appointed President of
Sysview Technology Inc., our wholly owned subsidiary. From October 2003 to July
2004, Mr. Clark was President of Nautical Vision, Inc., a market specific image
display company where he created and implemented the company's business plan
which involved product sourcing, sales and marketing and general management.
From June 2001 to October 2003, Mr. Clark actively invested in and consulted to
a diverse group of companies in addition to being involved in residential
development. Mr. Clark was President and CEO of Homebytes.com from November 1998
to May of 2001. Prior thereto, Mr. Clark was the head of distribution and a
director of Take Two Interactive (Nasdaq:TTWO) which was a result of TTWO's
acquisition of Inventory Management Systems, Inc. (I.M.S.I.), of which Mr. Clark
was a co-founder and President. Prior to founding I.M.S.I., Mr. Clark held
various management positions with Acclaim Entertainment (Nasdaq:AKLM), and the
Imagesoft division of SONY Music (NYSE:SNE). Mr. Clark received a B.S. in
Business from the State University of New York at Binghamton in 1990.
Mr. William Hawkins became our Chief Operating Officer and Secretary
on April 2, 2004, in connection with our acquisition of Syscan, Inc. On June 8,
2007, he was appointed to our board of directors. Mr. Hawkins has held various
management positions at Syscan, Inc., the Registrant's wholly-owned subsidiary,
since 1999, including V.P. of Sales and Marketing, President and General Manager
of Syscan Imaging Group. Prior thereto, Mr. Hawkins' product focus has been
primarily in the imaging systems and computer peripheral markets, including
senior positions with General Electric (UK), Kaman Aerospace, British Aerospace
Engineering, Gartner Research and Per Scholas. Mr. Hawkins received a bachelor's
degree in physics from the University of Maryland in 1978 and an MBA from Johns
Hopkins University in Management of Technology Concentration (MOT).
Mr. Clark and Mr. Hawkins do not hold any other directorships in any
other reporting companies. Mr. Clark and Mr. Hawkins have not been, nor are
expected to be at this time, appointed to any committee of the board of
directors.
There are no family relationships among the Registrant's directors,
executive officers, or persons nominated or chosen by the Registrant to become
directors or executive officers.
There are no transactions, since the beginning of the Registrant's last
fiscal year, or any currently proposed transaction, other than the employment
agreements with Mr. Clark and Mr. Hawkins, in which the Registrant was or is to
be a participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Registrant's total assets at year-end for the last
two completed fiscal years, and in which any related person had or will have a
direct or indirect material interest.
Other than their respective employment agreement with the Registrant,
there is no material plan, contract or arrangement (whether or not written) to
which Mr. Clark and Mr. Hawkins is a party or in which they participate that is
entered into or material amendment in connection with the triggering event or
any grant or award to Mr. Clark or Mr. Hawkins or modification thereto, under
any such plan, contract or arrangement in connection with any such event.
(E) MATERIAL AMENDMENT OF COMPENSATORY ARRANGEMENT OF CERTAIN
OFFICERS
On February 26, 2008, the Registrant's board of directors approved
addendums to the employment agreements for each of the following named executive
officers of the Registrant:
o Darwin Hu, President, Chief Executive Officer and Chairman of the
Board of Directors;
o William Hawkins, Chief Operating Officer; and
o David Clark, Chief Investment Officer.
Below is a brief description of the material terms of each such addendum which
amends each executive officer's employment agreement. Copies of all such addenda
are attached hereto as exhibits 10.1 through 10.3 and the following descriptions
are qualified in their entirety by those exhibits.
DARWIN HU, PRESIDENT AND CHIEF EXECUTIVE OFFICER. On February 26, 2008,
the Registrant entered into an Addendum to Employment Agreement with Mr. Darwin
Hu, the Registrant's President, Chief Executive Officer and Chairman of the
Board of Directors (the "Hu Addendum"). The Hu Addendum amends Mr. Hu's
employment agreement to reflect his resignation as President and Chief Executive
Officer of the Registrant effective March 1, 2008. The Hu Addendum also provides
for a decrease in Mr. Hu's annual salary from $225,000 to $112,500 effective
June 1, 2008, unless the Registrant appoints Mr. Hu to an executive officer
position of the Registrant in the future at which point Mr. Hu's compensation
will be determined by the Board.
WILLIAM HAWKINS, CHIEF OPERATING OFFICER. On February 26, 2008, the
Registrant entered into an Addendum to Employment Agreement with Mr. William
Hawkins, the Registrant's Chief Operating Officer (the "Hawkins Addendum"). The
Hawkins Addendum amends Mr. Hawkins' employment agreement to include his new
position as President of the Registrant effective March 1, 2008.
DAVID CLARK, CHIEF INVESTMENT OFFICER. On February 26, 2008, the
Registrant entered into an Addendum to Employment Agreement with Mr. David
Clark, the Registrant's Chief Investment Officer (the "Clark Addendum"). The
Clark Addendum amends Mr. Clark's employment agreement to reflect his new
position as Chief Executive Officer of the Registrant effective March 1, 2008.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
At a special meeting of all members of the board of directors on
February 26, 2008, the board of directors of the Registrant adopted a Code of
Ethics applicable to all officers, employees, and directors of the Registrant.
The Code of Ethics is intended to promote ethical conduct and compliance with
laws and regulations, to provide guidance with respect to the handling of
ethical issues, to implement mechanisms to report unethical conduct, to foster a
culture of honesty and accountability, to deter wrongdoing, and to ensure fair
and accurate financial reporting. A copy of the Code of Ethics is attached
hereto as Exhibit 14.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(D) EXHIBITS.
Exhibit Number Description
10.1 Addendum to Employment Agreement dated February 26, 2008 by and
between Document Capture Technologies, Inc. and Darwin Hu
10.2 Addendum to Employment Agreement dated February 26, 2008 by and
between Document Capture Technologies, Inc. and William Hawkins
10.3 Addendum to Employment Agreement dated February 26, 2008 by and
between Document Capture Technologies, Inc. and David Clark
14.1 Code of Ethics
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.
Date: March 3, 2008 DOCUMENT CAPTURE TECHNOLOGIES, INC.
By: /s/ M. Carolyn Ellis
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M. Carolyn Ellis
Chief Financial Officer