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):
April 18, 2007
DYNABAZAAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-29423 04-3551937
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
888 Seventh Avenue
New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 974-5730
(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
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 18, 2007, James A. Mitarotonda delivered to the secretary of
Dynabazaar, Inc. (the "Company") notice of his resignation as President and
Chief Executive Officer of the Company, effective as of the close of business on
April 20, 2007. Mr. Mitarotonda, who will continue to serve as a director of the
Company, had no disagreements with the Company on any matters related to the
Company's operations, policies or practices. The Board of Directors of the
Company thanks Mr. Mitarotonda for his dedicated service and valued
contributions to the Company.
On April 20, 2007, the Board of Directors of the Company appointed
Sebastian E. Cassetta to serve as the Company's President and Chief Executive
Officer, effective as of the close of business on April 20, 2007.
Mr. Cassetta, 57, has served as the Chief Executive Officer of Costar
Video Systems, LLC, a wholly-owned subsidiary of the Company, since June 2006.
He has also served as a director, President and Chief Executive Officer of L Q
Corporation, Inc. (OTCBB:LQCI) since May 2006. Mr. Cassetta was the Chairman and
Chief Executive Officer of SmartServ Online, Inc., a company specializing in the
delivery of content to desktop and wireless devices, from August 1992 to July
2003. Prior to that, he was the President of Burns and Roe Securacom Inc., a
company specializing in engineering and large-scale systems integration, and a
director and vice president of Brinks Inc., an international security company.
He is a former Special Assistant to New York Governor and Vice President Nelson
A. Rockefeller. Mr. Cassetta currently also serves as a Senior Managing Director
and the Chief Operating Officer of Barington Capital Group, L.P. ("Barington"),
a position he has held since August 2003.
On January 5, 2007, the Company entered into an agreement and plan of
merger (the "Merger Agreement") with L Q Corporation, Inc., a Delaware
Corporation, and LQ Merger Corp., a Delaware corporation and wholly-owned
subsidiary of the Company ("LMC"), which Merger Agreement was amended and
restated on February 26, 2007 (the "Amended and Restated Merger Agreement"). The
Amended and Restated Merger Agreement provides that, upon the terms and subject
to the conditions set forth in such agreement, LMC will merge with and into L Q
Corporation, Inc. with L Q Corporation, Inc. continuing as the surviving
corporation and a wholly-owned subsidiary of the Company, as further disclosed
in Part I, Item 1 of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 4, 2007, which disclosure is
incorporated herein by reference.
Barington and certain of its affiliates which have joined with Barington
in the filing of a statement on Schedule 13D, collectively own greater than 10%
of the outstanding common stock of both the Company and L Q Corporation, Inc.
The Company is party to a services agreement under which Barington performs
certain administrative, accounting and other services on the Company's behalf as
further disclosed in Part III, Item 13 of Amendment No. 1 to the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
April 17, 2007, which disclosure is incorporated herein by reference.
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: April 23, 2007
DYNABAZAAR, INC.
By: /s/ Melvyn Brunt
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Melvyn Brunt
Chief Financial Officer