SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 10, 1995
Data Switch Corporation
_____________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 0-10745 06-0962862
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
One Enterprise Drive, Shelton, CT 06484
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 926-1801
Item 5. Other Events
On January 10, 1995, Mr. Richard E. Greene the founder and single
largest stockholder of the Registrant resigned from the Board of
Directors of the Registrant. Mr. Greene's resignation was not due
to any known disagreement with the Registrant relating to the
Registrant's operating policies or practices.
Also on January 10, 1995, Mr. Greene and the Registrant entered
into a series of transactions described below.
(i) Mr. Greene's pre-existing consulting agreement with the
Registrant was affirmed and amended to increase his compensation
thereunder from $175,000 and $125,000 to $225,000 and $175,000 in
1995 and 1996, respectively, in exchange for Mr. Greene's
undertaking certain additional responsibilities.
(ii) Mr. Greene granted to the Registrant certain option rights
and rights of first refusal with respect to shares of the
Registrant's Common Stock owned by Mr. Greene. As a result,
Registrant has an option to purchase 200,000 shares of the pledged
stock (described in (iii) below) at the price of $3.00 per share,
and the right of first refusal to purchase any shares which Mr.
Greene desires to sell in any private sale transaction.
$500,000, bearing interest at the prime rate changed by
Registrant's lender plus 1%. Principal payments on such loan are
payable in thirty six (36) equal monthly installments of
$13,888.88, commencing on January 1, 1997. This loan is secured by
a pledge by Mr. Greene of 400,000 shares of the Registrant's Common
Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
behalf of the undersigned hereunto duly authorized.
DATA SWITCH CORPORATION
_______________________
(Registrant)
Date: January 19, 1994 By: /s/
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W. James Whittle
Senior Vice President and
Chief Financial Officer
