ITEM 7.01 Regulation FD Disclosure
Eric H. Paulson, Chairman of the Board of Directors of Navarre Corporation
("Navarre" or the "registrant") adopted a pre-arranged trading plan dated
November 5, 2009 (the "Plan"), to sell shares of Navarre common stock. The Plan
was designed to comply with Rule 10b5-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the registrant's policies regarding
stock transactions.
The Plan provides that Mr. Paulson will sell up to a total of 440,000 shares of
stock pursuant to the Plan in increments of 10,000 shares each month over the
two years beginning in December 2009. The Plan also provides for the sale of up
to (i) 100,000 shares if the registrant's stock is trading at or above $2.00,
and (ii) 100,000 shares if the registrant's stock is trading at or above $5.00.
Transactions pursuant to the Plan will occur on the open market at prevailing
market prices, subject to a minimum price threshold. Mr. Paulson will have no
control over the timing of the stock sales under the Plan. The shares eligible
for sale under the Plan constitute less than 25% of the shares in the registrant
that are owned by Mr. Paulson.
The information in this Item 7.01 of the registrant's Current Report on Form 8-K
is being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section. Furthermore, the information in this Item 7.01 of the registrant's
Current Report on Form 8-K shall not be deemed to be incorporated by reference
into any registration statement or other document pursuant to the Securities Act
of 1933, as amended, unless such subsequent filing specifically references this
Current Report on Form 8-K.