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): March 6, 2006
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INFORTE CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-29239 36-3909334
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
500 N. Dearborn Avenue, Suite 1200
Chicago, Illinois 60610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (312) 540-0900
(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 1.02 Termination of a Material Definitive Agreement
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On March 6, 2006, Inforte Corp. (the "Company") and David Sutton agreed
upon terms of Mr. Sutton's separation of employment from the Company, effective
March 6, 2006. The Agreement between the Company and Mr. Sutton provides for a
termination of Mr. Sutton's employment as the Company's Chief Executive Officer
and, to facilitate the transition of his responsibilities, his engagement as a
strategic advisor for the Company for a period ending August 31, 2006. Mr.
Sutton will receive consideration under the Agreement in an amount equal to
six months' base salary (i.e., $150,000) and a continuation of healthcare
benefits; a fee of $50,000 for his services as a strategic advisor; as well
as a cash payment of $400,000 for all Mr. Sutton's unvested shares of restricted
stock and vested stock options. All options and unvested shares of restricted
stock of Mr. Sutton will be terminated. The Company has agreed to release
Mr. Sutton from his post-termination covenant not to compete, but he will
remain subject to his covenant not to solicit the Company's clients and his
confidentiality obligations to the Company, as currently provided under his
Employment Agreement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Agreement, which the Company intends to file as an Exhibit in its next Annual
Report on Form 10-K.
Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment Principal Officers.
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Effective March 6, 2006, David Sutton has resigned as the Company's
Chief Executive Officer. The Company's Board of Directors has appointed Stephen
Mack as the Company's new President and interim Chief Executive Officer,
effective March 6, 2006. The Company intends to commence a search for a new
Chief Executive Officer in the near future.
Mr. Mack was the former President and Chief Operating Officer of the
Company. He joined the Company shortly after its founding and co-led the Company
for 9 years, transitioning in 2003 from Director, President and Chief Operating
Officer to a non-executive role on the Board of Directors. Since 2003, Mr. Mack
has continued serving as a director of the Company. Mr. Mack received a Masters
Degree in Engineering and Management from Birmingham University, in England.
Item 7.01 Regulation FD Disclosure
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On March 6, 2006, the Company authorized issuance of a press release,
dated March 7, 2006, with respect to Mr. Sutton's separation from the Company
and Mr. Mack's appointment as President and interim Chief Executive Officer. The
text of the press release is attached as Exhibit 99.
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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.
INFORTE CORP.
March 6, 2006 By: /s/ Nick Heyes
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Nick Heyes
Chief Financial Officer
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