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): June 12, 2007
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5775 FLATIRON PARKWAY, SUITE 230
BOULDER, COLORADO 80301
(Address of Principal Executive Offices/Zip Code)
(303) 541-1005
(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 ct (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On June 13, 2007, the Registrant and Braden Waverley, the Registrant's
Chief Executive Officer, entered into an amendment of that certain Employment
Agreement dated February 17, 2006 and amended January 24, 2007, between the
Registrant and Mr. Waverley, to provide for a reduced base salary of $100,000
during the remaining term of the Employment Agreement, commencing with the
payroll period from June 1, 2007 through June 15, 2007. Mr. Waverley was
previously entitled to receive a base salary of $220,000 under the terms of the
Employment Agreement.
On June 13, 2007, the Registrant and Martin T. Johnson, the
Registrant's Chief Financial Officer, entered into an amendment of that certain
Employment Agreement dated February 17, 2006 and amended January 24, 2007,
between the Registrant and Mr. Johnson, to provide for a reduced base salary of
$90,000 during the remaining term of the Employment Agreement, commencing with
the payroll period from June 1, 2007 through June 15, 2007. Mr. Johnson was
previously entitled to receive a base salary of $180,000 under the terms of the
Employment Agreement.
ITEM 8.01 OTHER EVENTS.
While the Registrant continues development, coding and testing work on
its FormStream Query and FormStream Version 4.0 products, the launch of those
products will be delayed until such time that the Registrant's existing
personnel can complete remaining development, coding and testing work.
The delay of the launch of these products is due in part to certain
initiatives commenced by the Registrant on June 12, 2007 to reduce expenses in
its operations and to maximize its limited cash resources. The expense
reductions included a reduction in force of the Registrant's headcount, targeted
decreases in variable spending, and temporary reductions in management salaries,
including the Registrant's Chief Executive Officer and Chief Financial Officer.
The reduction initiatives resulted from the Registrant's desire to maximize cash
resources on hand. The Registrant continues to work with First Analysis
Securities Corporation and has expanded their engagement to include the
consideration of all strategic options. There can be no assurance that the
Registrant will obtain funding on a timely basis or that the Registrant will
successfully consummate a strategic transaction.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) SHELL COMPANY TRANSACTIONS. Not applicable
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(d) EXHIBITS.
10.1 Second Amendment to Executive Employment Agreement
dated June 13, 2007, between the Registrant and
Braden Waverley.
10.2 Second Amendment to Executive Employment Agreement
dated June 13, 2007, between the Registrant and
Martin T. Johnson.
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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.
PATRON SYSTEMS, INC.
Date: June 14, 2007 By: /s/ Martin T. Johnson
-----------------------------------
Martin T. Johnson
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Second Amendment to Executive Employment Agreement dated June 13,
2007, between the Registrant and Braden Waverley.
10.2 Second Amendment to Executive Employment Agreement dated June 13,
2007, between the Registrant and Martin T. Johnson.
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