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): June 16, 2005
-----------------------------
Netsmart Technologies, Inc.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-21177 13-3680154
-------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3500 Sunrise Highway, Suite D-122, Great River, New York 11739
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (631) 968-2000
-----------------------------
N/A
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Subsequent to the distribution of our 2005 Proxy Statement, we received
feedback from Institutional Shareholder Services regarding our 2001 Long-Term
Incentive Plan, as Amended (the "Plan"). As a result, effective June 16, 2005,
the Board of Directors approved a modification to the Plan to: 1) eliminate the
provision that enables the Compensation Committee to buyout stock options
outstanding under the Plan for a payment in cash, shares of company common
stock, deferred stock or restricted stock; 2) eliminate the provison that
enables the Compensation Committee to issue substitute stock options for
previously granted stock options; and 3) amend the provision that allows the
Compensation Committee to amend the terms of any outstanding stock option or
other award to clarify that the Compensation Committee shall not be permitted to
reprice any outstanding stock options. The foregoing amendments to the Plan are
subject to approval from the company's shareholders at the 2005 Annual Meeting.
A copy of the modified plan is filed as an exhibit hereto.
In addition, on June 16, 2005, we entered into an amendment to the
employment contract dated April 4, 2004 between us and each of Mr. Conway, our
Chairman of the Board and Chief Executive Officer, and Mr. Grisanti, our Chief
Financial Officer. Pursuant to such amendments, Mr. Conway's salary was
increased to $350,000 and Mr. Grisanti's salary was increased to $195,000.
A copy of each amendment is filed as an exhibit hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
10.1 2001 Long-Term Incentive Plan, as amended
10.2 Amendment No. 1 to Employment Agreement dated June 16, 2005, between the
Registrant and James L. Conway
10.3 Amendment No. 1 to Employment Agreement dated June 16, 2005 between the
Registrant and Anthony F. Grisanti
-2-
SIGNATURE
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 thereunto duly authorized.
Netsmart Technologies, Inc.
By: /s/James L. Conway
--------------------------------------------------
James L. Conway
Chairman of the Board and Chief Executive Officer
Date: June 16, 2005
-3-