SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 1999
GIGA INFORMATION GROUP, INC.
------------------------------------
Exact name of registrant as specified in its charter
Delaware File No. 0-21529 06-1422860
-------- ---------------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
One Longwater Circle,
Norwell, MA 02061
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 982-9500
Not Applicable
---------------------------------------------
(former name or former address, if changed since last report)
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Item 5. Other Events
------------
Filed herewith is a copy of the Giga Information Group, Inc.
(the "Company") Press Release, dated May 14, 1999, announcing the naming of
Robert K. Weiler as the Company's President and Chief Executive Officer. A copy
of the Company's Employment Agreement with Mr. Weiler is also filed herewith.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibit:
(99.1) Press Release, dated May 14, 1999.
(99.2) Employment Agreement, dated May 13, 1999,
between Giga Information Group, Inc.and Robert K.
Weiler.
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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.
GIGA INFORMATION GROUP, INC.
By: /s/ Daniel M. Clarke
-----------------------------------
Daniel M. Clarke
Senior Vice President and
Chief Financial Officer
Date: May 17, 1999
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GIGA INFORMATION GROUP, INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(99.1) Press Release, dated May 14, 1999.
(99.2) Employment Agreement, dated May 13, 1999, between
Giga Information Group, Inc.and Robert K. Weiler.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
FOR INFORMATION CONTACT:
DANIEL M. CLARKE
Chief Financial Officer
Giga Information Group
One Longwater Circle
Norwell, Massachusetts 02061
1 (781) 982-9500
Fax: 1 (781) 871-4098
[email protected]
GIGA INFORMATION GROUP NAMES
ROBERT K. WEILER PRESIDENT AND CEO
CAMBRIDGE, Mass. (May 14, 1999) -- Giga Information Group, Inc. (NASDAQ: GIGX)
today announced that Robert K. Weiler has been named its president and chief
executive officer. Gideon I. Gartner, the company's founder, will remain
chairman of the board and will continue to be actively involved in the business.
Weiler is expected to assume full-time duties in August 1999.
Weiler brings more than 26 years of experience in corporate, marketing and sales
management to Giga. Previously, Weiler was president and CEO of Eastman Software
(formerly Wang Software) and, prior to that, senior vice president, worldwide
sales & marketing, service & support at Lotus Development Corp. He has held
several other senior executive, sales and technical positions in the computer
industry.
"Bob Weiler's impressive stature and experience in the computer industry make
him a terrific choice as Giga's new CEO, and his deep understanding of the
implications of the Internet positions him as a natural leader for Giga's next
phase of growth," said Gartner. "When we introduced Giga to the IT community
only three years ago, we had no idea that we would exceed a $50 million run rate
so quickly. As one of the fastest growing companies in the history of the IT
advisory industry, we are pleased that we have reached the point where an
industry leader like Bob would join our team to help lead us to the next level.
As chairman, I look forward to working closely with him in the years to come."
(more)
<PAGE>
Giga Information Group Names Weiler President and CEO 2-2-2
"I am extremely excited to be joining Giga. It is a great opportunity to be able
to work with Giga's customers and employees, and of course with Gideon. As a
former customer, I was very impressed with the company and its Internet delivery
of content," said Weiler.
ABOUT GIGA INFORMATION GROUP
Giga Information Group, founded by industry leader Gideon I. Gartner, delivers
technology and management advice to IT decision-makers via innovative research
processes and a leading edge Web interface. Giga's research focus is on helping
companies integrate their businesses with the Internet; it also covers issues
pertaining to the computing, telecommunications and related industries. Giga
began providing its services in April 1996, and now has a global client base
exceeding 950 organizations and over 14,000 individuals. Its enterprise clients
include IT decision-makers who sell technology, who use technology, and who
invest in technology.
Headquartered in Cambridge, Massachusetts, Giga has 10 other offices covering
the Americas and Europe. Giga is also represented by distributors in other areas
of the world.
The Company's Web site can be accessed at http://www.gigaweb.com. The Company's
logo with the name Giga Information Group is a registered trademark of Giga
Information Group, Inc.
# # #
Statements that are not historical fact may be considered forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward looking statements, including those concerning the Company's
expectations, involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward looking
statements. In evaluating such statements as well as the future prospects of the
Company, specific consideration should be given to various factors including the
following: the Company's prior losses and anticipation of future losses; the
Company's need to attract and retain qualified personnel; the Company's
dependence on sales and renewals of subscription-based services; the Company's
ability to achieve and sustain high renewal rates; the Company's ability to
manage and sustain growth; the Company's future capital needs and the risks of
working capital deficiency; the Company's dependence on key personnel;
competition; the risks associated with the development of new services and
products; the potential for significant fluctuations in quarterly operating
results; continued market acceptance and demand for Giga services; uncertainties
relating to proprietary rights; the Company's dependence on the Internet
infrastructure; the risk of system failure; the risks related to content; the
risks associated with international operations; and other risks as detailed from
time-to-time in the Company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking
statements as a result of new information, unanticipated events, or otherwise.
Exhibit 99.2
GIGA INFORMATION GROUP, INC.
One Longwater Circle
Norwell, Massachusetts 02061
May 13, 1999
Mr. Robert Weiler
101 Plain Road
Wayland, Massachusetts 01778
Dear Bob:
Giga Information Group, Inc. ("Giga") is pleased to confirm the
terms and conditions pursuant to which Giga will employ you (the "Executive") as
the President and Chief Executive Officer of Giga on the terms and conditions
hereinafter set forth.
1. Employment; Term.
-----------------
Giga hereby agrees to employ the Executive, and the Executive
hereby agrees to enter into such employment, as the President and Chief
Executive Officer of Giga. The term of employment of the Executive hereunder
shall commence as of the date hereof and shall continue until terminated in the
manner hereinafter provided.
2. Duties and Extent of Services.
------------------------------
(a) During the term of employment, the Executive shall serve as the
President and Chief Executive Officer of Giga. In such capacity, the Executive
shall render such executive, managerial, administrative and other services as
customarily are associated with and incident to such position, and as the Board
of Directors of Giga may, from time to time, reasonably require.
(b) During the Executive's term of employment, the Executive shall
be a full-time em ployee of Giga and shall exclusively devote all his business
time and efforts to faithfully, competently and diligently perform to the best
of his ability all of the duties required of him as President and Chief
Executive Officer, except as expressly provided in Paragraph 3(b) below or as
expressly approved by the Board of Directors of Giga.
(c) Giga agrees to use its best efforts to cause the Executive to
be nominated as a Director of Giga during the term of his employment as
President and Chief Executive Officer. The Executive agrees to serve as a
Director of Giga if so
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elected to such position and to hold such other positions and executive offices
of Giga and/or its subsidiaries as may from time to time be authorized by the
Board of Directors of Giga, provided that each such position shall be
commensurate with the Executive's position. The Executive shall not be entitled
to any additional compensation for serving as a director of Giga or as an
officer or director of any subsidiaries of Giga.
3. Compensation.
-------------
(a) Base Salary.As compensation for all services to be rendered by
the Executive pursuant to this agreement, Giga shall pay the Executive an annual
salary at the rate of $300,000 per annum (the "Base Salary"), payable in
accordance with Giga's customary payroll practices. The Board of Directors, or a
committee designated by the Board, shall review the Executive's salary and other
compensation on an annual basis.
(b) Signing Bonus. Upon execution of this agreement, the Executive
shall be entitled to receive a signing bonus of $50,000. The Executive shall be
on an unpaid leave of absence until August 15, 1999 whereupon he shall commence
serving as a full-time employee of Giga. Such signing bonus shall be credited
against any incentive bonus compensation payable to the Executive pursuant to
subparagraph (c) below. If the Executive does not commence services hereunder on
or before August 16, 1999, his employment and all stock options granted
hereunder shall terminate (for "Cause") and the Executive shall repay the
signing bonus to Giga, but the provisions of Paragraphs 6, 7 and 12 shall remain
in full force and effect.
(c) Incentive Bonus Compensation. During the term of employment the
Executive shall be entitled to participate in the annual bonus plan to be
established by Giga for its executives commencing with the fiscal year 1999,
which plan shall provide the Executive with a cash bonus of up to 100% of the
Executive's then Base Salary. Any or all bonuses awarded under the bonus plan
shall be in the sole discretion of either the Board of Directors or the
Compensation Committee, as the case may be, and any bonus otherwise payable to
the Executive for fiscal year 1999 shall be prorated based upon the number of
months of full service by the Executive during the period commencing August 1,
1999 and ending December 31, 1999. The final terms of the bonus plan will be
determined for the Executive and the other executive officers of Giga by Giga's
Compensation Committee in consultation with the Executive and will include
provisions for payment of 100% of base salary for achieving very high levels of
performance and approximately 50% of base salary for meeting the base plan
established by the Compensation Committee.
(d) Benefits. During the term of employment, the Executive shall be
entitled to participate in all retirement, disability, pension, savings, health,
medical, dental, insurance and other fringe benefits or plans of Giga generally
available to executive employees.
(e) Stock Options. As soon as practicable following the execution
of this agreement, the Executive shall be awarded stock options to purchase an
aggregate of 600,000 shares of Common Stock of Giga pursuant to Giga's 1999
Share Incentive Plan (the "Incentive Plan") and in accordance with grant letters
to be executed by Giga and the
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Executive. The options shall have a term of ten years commencing from the date
of grant and shall have an exercise price equal to the fair market value of
Giga's Common Stock on the date of grant as determined pursuant to the Incentive
Plan. Five hundred thousand (500,000) of such options shall vest 25% after one
year from August 15, 1999 and thereafter in equal monthly installments for the
next 36 months, and shall include the maximum allowable number of options
intended to be Incentive Stock Options within the meaning of the Code. The
remaining one hundred thousand (100,000) options shall vest seven (7) years
following the date of grant subject to earlier acceleration if the closing sales
price of Giga Common Stock on the NASDAQ Stock Market (or any other national
stock exchange on which such stock is traded) shall equal or exceed $12.50 per
share for at least 50 consecutive trading days, all as more fully set forth in
the grant letters. The stock options granted to the Executive shall vest upon a
"Change in Control" as defined in subsections 13(b)(i) through (v) of the
Incentive Plan and the Board shall not take any contrary action thereunder.
4. Expenses.
---------
Giga agrees to reimburse the Executive for all reasonable and
necessary travel, business, entertainment and other business out-of-pocket
expenses incurred and or expended by him in connection with the performance of
his duties hereunder, upon presentation of proper expense statements or vouchers
or such other supporting information as Giga may reasonably require of the
Executive.
5. Termination.
------------
(a) Cause. Giga shall have the right, upon written notice to the
Executive, to terminate the Executive's employment under this agreement for
"Cause" (as hereinafter defined), effective upon the giving of such notice (or
such later date as shall be specified in such notice), and Giga shall have no
further obligations hereunder, except to pay the Executive any amounts otherwise
payable pursuant to Section 3 hereof and provide the Executive any benefits to
which the Executive may otherwise have been entitled, in each case prior to the
effective date of termination. The Executive's right to participate in any of
Giga's retirement, insurance and other benefit plans and programs shall be as
determined under such program and plans.
For purposes of this agreement, "Cause" means:
(i) fraud, embezzlement or gross insubordination on the part
of the Executive or material breach by the Executive of his obligations under
Paragraphs 6, 7 or 12 hereof;
(ii) conviction of or the entry of a plea of nolo contendere
by the Executive for any felony;
(iii) a material breach of, or the willful failure or refusal
by the Executive to perform and discharge, his duties, responsibilities or
obligations under this agreement (other than under Paragraphs 6, 7 and 12
hereof, which shall be governed by clause (i) above, and other than by reason of
disability or death) that is not corrected
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within thirty (30) days following written notice thereof to the Executive by
Giga, such notice to state with specificity the nature of the breach, failure or
refusal; provided that if such breach, failure or refusal cannot reasonably be
corrected within thirty (30) days of written notice thereof, correction shall be
commenced by the Executive within such period and may be corrected within a
reasonable period thereafter; or
(iv) any act of moral turpitude or willful misconduct by the
Executive which (A) is intended to result in substantial personal enrichment of
the Executive at the expense of Giga or any of its subsidiaries or affiliates or
(B) has a material adverse impact on the business or reputation of Giga, or any
of its subsidiaries or affiliates (such determination to be made by Giga's Board
of Directors in its sole discretion).
(b) Termination Without Cause. Giga shall have the right, upon
sixty (60) days' written notice given to the Executive, to terminate the
Executive's employment under this agreement for any reason whatsoever. In the
event of such termination, the Executive shall be entitled (i) to continue to
receive as severance pay his Base Salary at the then current rate for a period
of twelve (12) months following the date of termination, reduced by any
compensation earned by the Executive during such period from other employment,
and (ii) to participate in all pension, insurance and other benefit plans,
programs or arrangements for such period as may be provided therein on terms
identical to those applicable to other senior officers of Giga.
(c) Termination by Executive. The Executive shall have the right,
exercisable at any time during the term of employment, to terminate this
agreement for any reason whatsoever, upon sixty (60) days written notice to
Giga. In such event, Giga shall have no further obligations hereunder, except
for the Executive's Base Salary to the date of termination.
(d) Upon termination of the Executive's employment hereunder, for
whatever reason, the Executive shall resign as a director of Giga and from all
other positions held by him with Giga or its subsidiaries.
6. Confidential Information.
-------------------------
The Executive understands and acknowledges that during the term of
this agreement he may have access to and become acquainted with certain
confidential information and trade secrets, which are private or confidential in
that they are not generally known or available to the public, or give Giga and
its subsidiaries and related companies an opportunity to obtain an advantage
over competitors who do not know or use such information. The Executive agrees
that he shall not disclose any such confidential information or trade secrets to
any person or entity, either directly or indirectly, or use said confidential
information or trade secrets for his personal benefit or in any other way,
except in the performance of his responsibilities set forth in this agreement.
However, this obligation shall not apply to information which is or becomes
publicly available without fault on the part of the Executive, is already in the
Executive's possession prior to the time he gains access to the data under this
agreement, is independently developed by the Executive or is rightfully obtained
from third parties. Upon termination of this agreement, the Executive shall
return to Giga all copies of all
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data, materials and documents which belong to Giga (whether or not such data,
materials or documents were prepared by Giga, the Executive or others).
7. Proprietary Rights.
-------------------
(a) The Executive agrees that if any inventions, discoveries or
improvements are conceived, first reduced to practice, made or developed in
anticipation of, in the course of, or as a result of, work performed under this
agreement, the Executive shall assign Giga his entire right, title and interest
in and to such inventions, discoveries and improvements, and any patents that
may be granted in any country of the world. The Executive further agrees that,
without charge to Giga or its designee, the Executive shall sign all papers and
do all acts which may be necessary, desirable or convenient to enable Giga at
its expense to file and prosecute applications for patents on such inventions,
discoveries and improvements, and to maintain any such patents granted.
(b) The entire right, title and interest, including copyright, in
all original works of authorship fixed in any tangible medium or expression
originated and developed by the Executive as a part of the work covered by this
agreement shall be transferred to and vested in Giga. The parties expressly
agree to consider as works made for hire those works ordered or commissioned by
Giga which qualify as such in accordance with copyright laws. For all such
original works, the Executive agrees to provide documentation satisfactory to
Giga to assure the conveyance of all such right, title and interest, including
copyright, to Giga. The cost of conveying such rights shall be at Giga's
expense. In the event the work is deemed not to be a work for hire, the
Executive irrevocably transfers, assigns and conveys the exclusive copyright
ownership to Giga, free and clear of any liens, claims or other encumbrances to
the fullest extent permitted by law.
(c) The Executive agrees to disclose and furnish promptly to Giga
any and all technical information, computer or other apparatus programs,
specifications, drawings, records, documentation, works of authorship or other
creative works, ideas, knowledge or data, written, oral or otherwise expressed,
originated or developed by the Executive, as a result of work performed under or
in anticipation of this agreement. The Executive further agrees that all such
information shall be the property of Giga, shall be sued only in providing
services under this agreement, and may not be used for other purposes, except
upon such terms as may be agreed upon by Giga in writing.
(d) The Executive warrants the originality of the work prepared for
Giga under this Agreement, its disclosure to Giga exclusively, and that no
portion of the work prepared for Giga under this agreement is derived from any
work owned by another party. If such information includes materials previously
developed or copyrighted by the Executive and not originated or developed under
this agreement, the Executive grants and agrees to grant to Giga any
unrestricted, royalty-free license to use and copy such materials.
(e) The Executive warrants that the use of any work product, or any
part thereof, furnished under this agreement by the Executive to Giga will not
infringe any U.S. patent, copyright, trade secret or other proprietary right and
that he is not
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currently bound by any other agreement, restriction or obligation and will not
assume such obligation or restriction which would in any way interfere or would
be inconsistent with the services to be provided to Giga under this agreement.
8. Specific Performance.
---------------------
The Executive acknowledges that the services to be rendered by him
are of a special, unique and extraordinary character and, in connection with
such services, the Executive will have access to confidential information vital
to Giga's business and the business of its subsidiaries and affiliates. By
reason of this, the Executive consents and agrees that if he violates any of the
provisions of Paragraphs 6, 7 or 12 hereof, Giga and its subsidiaries and
affiliates would sustain irreparable injury and that monetary damages would not
provide adequate remedy to Giga and that Giga shall be entitled to have
Paragraphs 6, 7 or 12 hereof specifically enforced by any court having equity
jurisdiction. Nothing contained herein shall be construed as prohibiting Giga or
any of its subsidiaries or affiliates from pursuing any other remedies available
to it so for such breach or threatened breach, including the recovery of damages
from the Executive.
9. Deductions and Withholding.
---------------------------
The Executive agrees that Giga shall withhold from any and all
compensation paid to and required to be paid to the Executive pursuant to this
agreement, all Federal, state, local and/or other taxes which Giga determines
are required to be withheld in accordance with applicable statutes or
regulations from time to time in effect and all amounts required to be deducted
in respect of the Executive's coverage under applicable employee benefit plans.
For purposes of this agreement and calculations hereunder, all such deductions
and withholdings shall be deemed to have been paid to and received by the
Executive
10. Entire Agreement.
-----------------
This agreement embodies the entire agreement of the parties with
respect to the Executive's employment, compensation, perquisites and related
items and supersede any other prior oral or written agreements, arrangements or
understandings between the Executive and Giga or any of its subsidiaries or
affiliates, and any such prior agreements, arrangements or understandings are
hereby terminated and of no further effect. This agreement may not be changed or
terminated orally but only by an agreement in writing signed by the parties
hereto.
11. Notices.
-------
All notices to Giga or the Executive permitted or required
hereunder shall be in writing and shall be delivered personally, by telecopier
or by courier service providing for next-day delivery, or sent by registered or
certified mail, return receipt requested, to the addresses set forth on the
first page of this agreement.
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12. Non-Competition.
---------------
The Executive acknowledges that during the period for which he is
employed by Giga and for a period of two (2) years thereafter commencing upon
the termination of his employment, the Executive will not, directly or
indirectly, without the prior written consent of Giga:
(a) as an individual proprietor, partner, stockholder, officer,
employee, director, joint venture, investor, lender, or in any other capacity
whatsoever (other than as the holder of less than five percent (5%) of the total
outstanding stock of a publicly held company), engage in the business of
developing, providing, marketing or selling Continuous IT Information Services
(as defined below);
(b) recruit, solicit or induce or attempt to induce any employee or
employees of Giga or any subsidiary thereof to terminate their employment with,
or otherwise cease their relationship with, Giga or any subsidiary thereof; or
(c) solicit, divert or take away, or attempt to divert or tot take
away, the business or patronage of any of the clients, customers, subscribers or
accounts, or prospective clients, customers or accounts, of Giga or any
subsidiary thereof which were contacted, solicited or served by the Executive
while the Executive was employed by Giga.
For the purposes of this agreement, "Continuous IT Information
Services" means the performance or development of original research or analysis
with respect to information technology industries and the marketing and sales of
the results of such research and analysis through subscription or retainer
relationships which (i) have a stated term (which may be subject to renewal or
extension) and (ii) which involve the delivery of analysis in a number of
formats and vehicles, including oral, written and on-line vehicles and through
events; provided, that Continuous IT Information Services shall not include
consulting services intended to address specific problems or issues of specific
clients.
13. Governing Law; Jurisdiction.
---------------------------
(a) This agreement shall be subject to, and governed by, the laws
of the State of New York applicable to contracts made and to be performed
therein.
(b) Any action to enforce any of the provisions of this agreement
shall be brought in a court of the State of New York located in the Borough of
Manhattan of the City of New York or in a Federal court located within the
Southern District of New York. The parties consent to the jurisdiction of such
courts and to the service of process in any manner provided by New York law.
Each party irrevocably waives any objection which it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
such court and any claim that such suit, action or proceeding brought in such
court has been brought in an inconvenient forum and agrees that service of
process in accordance with the foregoing sentences shall be deemed in every
respect effective and valid personal service of process upon such party.
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14. Assignability.
-------------
The obligation of the Executive may not be delegated and, except
with respect to the designation of beneficiaries in connection with any of the
benefits payable to the Executive hereunder, the Executive may not, without
Giga's written consent thereto, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this agreement or any interest herein. Any
such attempted delegation or disposition shall be null and void and without
effect. Giga and the Executive agree that this agreement and all of Giga's
rights and obligations hereunder may be assigned or transferred by Giga to and
shall be assumed by and be binding upon any successor to Giga. The term
"successor" means, with respect to Giga or any of its subsidiaries, any
corporation or other business entity which, by merger, consolidation, purchase
of the assets or otherwise acquires al or a material part of the assets of Giga.
15. No Conflict.
-----------
The Executive hereby represents and warrants to Giga that his
execution, delivery and performance of this agreement and any other agreement to
be delivered pursuant to this agreement will not (i) require the consent,
approval or action of any other person or (ii) violate, conflict with or result
in the breach of any of the terms of, or constitute (or with notice or lapse of
time or both, constitute) a default under, any agreement, arrangement or
understanding with respect to the Executive's employment to which the Executive
is a party or by which the Executive is bound or subject. The Executive hereby
agrees to indemnify and hold harmless Giga and its directors, officers,
employees, agents, representatives and affiliates (and such affiliates'
directors, officers, employees, agents and representatives) from and against any
and all losses, liabilities or claims (including, interest, penalties and
reasonable attorneys' fees, disbursements and related charges) based upon or
arising out of the Executive's breach of any of the foregoing representations
and warranties.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign the enclosed copy of this letter where indicated below,
whereupon this letter shall constitute an agreement between us with respect to
the subject matter hereof.
Sincerely,
GIGA INFORMATION GROUP, INC.
By: /s/ Daniel M. Clarke
-----------------------------------
Daniel M. Clarke
Senior Vice President and
Chief Financial Officer
Accepted and agreed to:
/s/ Robert Weiler
- ----------------------------------
Robert Weiler
9
