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) January 10, 2008
VERAMARK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-13898
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16-1192368 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
3750 Monroe Avenue, Pittsford, New York 14534
(Address of Principal Executive Offices including zip code)
(585) 381-6000
(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 (see General Instruction
A.2. below):
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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 (17CFR
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)) |
Section 5 —Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) David G. Mazzella resigned as Director and Chairman of the Board of the Registrant, effective
January 10, 2008. Mr. Mazzella previously resigned his position of President and Chief Executive
Officer on December 31, 2007, concurrent with his retirement as an employee of Registrant.
On January 11, 2008, Andrew W. Moylan, a non-employee member of the Board of Directors, was elected
Chairman of the Board to succeed Mr. Mazzella.
Section 7 — Regulation FD
Section 7.01 Regulation FD Disclosure
On January 11, 2008, the Registrant issued a press release wherein it announced the resignation of
Mr. Mazzella as Chairman of the Board and a Director, and the election of Mr. Moylan as Chairman of
the Board as described in this Report. A copy of the press release is attached to this Report as
Exhibit 99.1, and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Veramark Press Release dated January 11, 2008