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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 29, 1999 1-14559
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Date of Report Commission File Number
(Date of earliest event reported)
MUSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 85-0437001
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1601 RANDOLPH SE
ALBUQUERQUE, NEW MEXICO 87106
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(Address of Principal Executive Offices) (Zip Code)
(505) 843-6873
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
This Amendment to the Form 8-K filed on April 13, 1999 is
being submitted to indicate that the Agreement (as defined below) was amended to
clarify that the consideration paid under the Agreement related in part to the
repurchase of 155,263 shares of Common Stock.
Muse Technologies, Inc. (the "Company") entered into an
Employment Termination Agreement dated as of March 29, 1999, as amended (the
"Agreement") with Dr. Creve Maples, a founder of the Company, whereby Dr. Maples
has resigned as an officer and director of the Company and has been appointed,
and agreed to serve, as Chief Scientist pursuant to a consulting arrangement
with the Company through December 31, 1999. Pursuant to the Agreement, Dr.
Maples will receive a monthly consulting fee of $3,000 through June 30, 1999 and
approximately $14,600 through December 31, 1999. In addition, the Company will
reimburse Dr. Maples for the cost of COBRA health coverage during the period
ending on the earlier of June 30, 2000 or Dr. Maples' subsequent employment. The
Agreement also provides for, among other things, the repurchase of 155,263
shares of Common Stock of the Company, cancellation of options to purchase
117,500 shares of Common Stock granted under Dr. Maples' prior employment
agreement, rights of first refusal on future sales of shares of Common Stock
held by Dr. Maples at a discount to the then market price and certain standstill
provisions, for an aggregate purchase price of $1,340,000. The Agreement also
contains a three-year non-compete provision, which, after July 1, 1999, the
Company has the option to pay Dr. Maples approximately $14,600 per month in
order to maintain such non-compete provision.
The Company believes that entering into the Agreement was in
the best interests of the Company, provides adequate protection of the Company's
intellectual property, assures an orderly and amicable transition of
responsibilities and provides Dr. Maples with the ability to pursue other
non-competing endeavors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) not applicable
(b) not applicable
(c) not applicable
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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: June 8, 1999 MUSE TECHNOLOGIES, INC.
By: /s/ Curtiz J. Gangi
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Name: Curtiz J. Gangi
Title: President and Principal Executive Officer
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