Current Report Filing (8-k)
September 13 2017 - 5:17PM
Edgar (US Regulatory)
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):
September
7, 2017
AUTHENTIDATE
HOLDING CORP.
(Exact name of registrant as specified in its charter)
COMMISSION
FILE NUMBER
:
0-20190
DELAWARE
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14-1673067
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2225 Centennial Drive
Gainesville, GA 30504
(Address and zip code of principal executive offices)
1-(888) 661-0225
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.02
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Departure of Directors of Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a)
As previously reported,
Richard G. Hersperger, the former Chief Executive Officer of Authentidate Holding Corp. (the “Company”) and a member
of the board of directors, was terminated as CEO in August 2016. At the time of his termination, Mr. Hersperger demanded severance
and other remuneration, which was rejected by the Company as without legal basis. He continued to serve on the board of directors
and the Company believes he used this position to further his personal agenda.
On August 25, 2017, the Company commenced
litigation against Mr. Hersperger to recover 38,321 shares of Common Stock issued to Mr. Hersperger and obtain declaratory relief
confirming the termination of all further obligations to him. The complaint also seeks damages based on common law fraud and breach
of fiduciary duty.
On September
7, 2017, 14 days after the commencement of the Company’s lawsuit against Mr. Hersperger, Mr. Hersperger resigned from
the board of directors effective immediately. Through emails from him and his attorney, Mr. Hersperger informed the Company
of his decision to resign, and his intention to commence litigation against the Company. These e-mails are attached as
Exhibit 17.1 to this Current Report on Form 8-K. Subsequently, Mr. Hersperger emailed a purported “draft letter”
of resignation that was replaced by a final letter dated September 12, 2017, which is attached as Exhibit 17.2 to this Current
Report on Form 8-K.
In his resignation letter, Mr. Hersperger
made statements expressing disagreements with the Company on matters relating to its operations, policies or practices. Specifically,
he stated he had concerns arising from an alleged lack of transparency and other allegations relating to the standard of care exercised
by the board. The letter also purports to describe certain events supporting his claims. The Company strongly disagrees with the
assertions made by Mr. Hersperger and continues to believe his statements were primarily designed to motivate the Company
to grant him severance.
The Company further believes that Mr.
Hersperger’s letter contains untrue and defamatory statements about the Company, its officers and directors, and its counsel,
and that Mr. Hersperger is simply trying to advance his litigation position. The Company contends that the proper forum to resolve
the dispute between Mr. Hersperger and the Company is the Superior Court in Georgia where the action is pending, and not through
the Company’s Exchange Act filings. Accordingly, the Company will not submit a detailed refutation of his allegations in
this report.
In accordance with the requirements
of Item 5.02 of Form 8-K, the Company has provided Mr. Hersperger with a copy of the disclosures contained in this Current
Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
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Item 9.01
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Financial Statements and Exhibits.
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The following exhibits are attached to this Form 8-K:
* Confidential treatment
has been requested with respect to portions of this document pursuant to Rule 24b-2 of the Securities Exchange Act. The redacted
portions of this document were filed separately with the Securities and Exchange Commission.
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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AUTHENTIDATE HOLDING CORP.
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By:
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/s/ Paul S. Suda
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Name:
Paul S. Suda
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Title:
General Counsel
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Date: September 13, 2017
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EXHIBIT INDEX
* Confidential treatment
has been requested with respect to portions of this document pursuant to Rule 24b-2 of the Securities Exchange Act. The redacted
portions of this document were filed separately with the Securities and Exchange Commission.
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