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):
May 15, 2008
DOCUMENT
CAPTURE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25839
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59-3134518
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification No.)
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1772
Technology Drive
San
Jose, California 95110
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (408)
436-9888
(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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
This
Form
8-K and other reports filed by Document Capture Technologies, Inc., a Delaware
corporation (the “Registrant”) from time to time with the Securities and
Exchange Commission (collectively the “Filings”) contain or may contain
forward-looking statements and information based upon the beliefs of, and
currently available to, the Registrant’s management as well as estimates and
assumptions made by the Registrant’s management. When used in the Filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions and variations thereof
as
they relate to the Registrant or the Registrant’s management identify
forward-looking statements. Such statements reflect the current view of the
Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other risk factors relating to the Registrant’s
industry, the Registrant’s operations and results of operations and any
businesses that may be acquired by the Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
the Registrant believes that the expectations reflected in the forward-looking
statements contained in the Registrant’s Filings are reasonable, the Registrant
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of
the
forward-looking statements contained herein to conform these statements to
actual results.
Section
5 - Corporate Governance and Management
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(d)
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Election
of Directors
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On
May
15, 2008, the Board of Directors of Document Capture Technologies, Inc. (the
“Company”) unanimously voted to elect Mr. Frank Musso to serve as a director of
the Company, until the Company’s next annual meeting of stockholders, to fill
the last remaining vacancy on the Company’s Board of Directors. Mr. Musso will
begin serving as a director effective immediately. The Company’s press release
announcing Mr. Musso’s election is attached hereto as Exhibit 99.1.
Mr.
Musso
has served in various consulting and management roles specializing in finance,
accounting and tax since July 1991. Starting in February 2007, Mr. Musso began
working with Alix Partners on several engagements and assisting the special
committee of a publicly held company in their investigation of earning
management accusations. Starting in December 2007, he began representing secured
creditors and debtor-in-possession lenders in a Chapter 11 filing during which
time he worked with the debtor’s financial advisor in filing statements of
financial affairs, monitoring compliance with credit agreements and reviewing
budgets and cash flow forecasts. Since 1995, Mr. Musso has provided
financial
consulting for a startup competitive intelligence software firm, including
cost
accounting, tax preparation and planning, business valuation, loan compliance,
establishing benefit plans, personnel issues, training accounting staff,
selecting and implementing web-based labor reporting and resolving disputes
between partners. From November 2006 to February 2007, Mr. Musso served as
Acting Chief Financial Officer of a startup company that developed and is
marketing a communication device for children unable to speak, where he oversaw
the general ledger, implemented new web-based accounting software, implemented
cost savings, replaced accounting staff and prepared financial projections
for
lenders and investors. From March 2005 to June 2006, he assisted a $200 million
retailer refinance debt and sell their company by preparing cash flow and
financial projections, coordinating due diligence, preparing budgets and
purchase accounting and developing procedures to monitor revolving credit
collateral. Prior to that, from October 2004 to July 2005, Mr. Musso worked
for
a regional bank to monitor a $70 million medical diagnostic services company
during its refinancing, where he performed detailed revenue analyses and
identified significant lost revenue. Mr. Musso has also been the Treasurer,
Director and Executive Committee member of two non profit organizations over
the
past nine years. He received a B.S. in Accounting and Public Administration
from
Georgetown University in 1977. Mr. Musso is a member of the American Institute
of Certified Public Accountants (AICPA), the New York State Society of Certified
Public Accountants (NYSSCPA), the Connecticut Society of Certified Public
Accountants (CSCPA), the Turnaround Management Association and the Association
of Certified Fraud Examiners.
There
are
no arrangements or understandings between Mr. Musso and the Company or its
directors, officers or employees, pursuant to which Mr. Musso was selected
as a
director.
The
Board
of Directors of the Company has appointed Mr. Musso to serve as the Chair of
its
Audit Committee.
There
are
no transactions, since the beginning of the Company’s last fiscal year, or any
currently proposed transaction in which the Company was or is to be a
participant and the amount involved exceeds the lesser of $120,000, and in
which
Mr. Musso or any of his immediate family members had or will have a direct
or
indirect material interest.
There
are
no material plans, contracts or arrangements to which Mr. Musso is a party
or in
which he participates that is entered into in connection with his election
to
the Company’s board of directors.
Item
9.01 Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated May 15, 2008
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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.
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Date:
May 15, 2008
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DOCUMENT
CAPTURE TECHNOLOGIES, INC.
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By:
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/s/
David P. Clark
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David
P. Clark
Chief
Executive Officer
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