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LNUX > SEC Filings for LNUX > Form 8-K on 25-Sep-2008All Recent SEC Filings

Show all filings for SOURCEFORGE, INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOURCEFORGE, INC


25-Sep-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On September 24, 2008, Registrant issued a press release announcing the appointment of Suzanne M. Present, age 49, to Registrant's Board of Directors ("Board"). The Board appointed Ms. Present as a Class I director effective September 22, 2008, with a term expiring at the annual meeting following the close of fiscal year 2009. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Board has not yet appointed Ms. Present to any committees of the Board.

Pursuant to the Registrant's compensation policies for independent, non-employee members of the Board, member compensation, as detailed in Registrant's Current Report Form 8-K dated September 5, 2007 (Commission File No. 000-28369) and in Registrant's Proxy Statement for its 2007 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on November 1, 2007, Ms. Present was granted an option to purchase 70,000 shares of Registrant's Common Stock, vesting over a period of three years, with one quarter vesting on the date of grant and one thirty-sixth vesting each month thereafter. The vesting of this option will automatically accelerate upon a change of control of Registrant. Ms. Present will also be entitled to receive cash compensation and additional restricted stock grants in accordance with Registrant's standard non-employee director compensation policies, which provide that, among other things, each non-employee director receives an annual retainer of $20,000, $2,500 for in-person attendance throughout regularly-scheduled Board meetings, $1,250 for telephonic participation throughout regularly-scheduled Board meetings, and $500 for in person attendance or telephonic participation for any special unscheduled Board meetings.

There are no family relationships between Ms. Present and any executive officers, directors, or other employees of Registrant. Ms. Present has no material interests in any transactions or proposed transactions with Registrant.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

EXHIBIT
NUMBER           DESCRIPTION

99.1             99.1 Press Release issued by SourceForge, Inc. on September 24,
                 2008 entitled "SourceForge Appoints Suzanne Present to Board of
                 Directors"


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