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 10, 2010 (June 8,
2010)
DOCUMENT
CAPTURE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
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(I.R.S.Employer
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incorporation
or organization)
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Identification
Number)
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1798
Technology Drive
San
Jose, California 95110
(Address
of principal executive offices, Zip code)
408-436-9888
ext. 207
(Registrant’s
telephone number, including area code)
(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):
¨ 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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
On June
8, 2010, the Company’s board of directors unanimously voted to appoint Roseann
Larson to fill the vacancy on the board of directors created by Mr. William
Hawkins’ resignation effective June 8, 2010. Additionally, the board
of directors appointed Ms. Larson as the Chairperson of the Audit Committee. Mr.
Hawkins resignation from the Company’s board of directors was not due to any
disagreement as to the Company’s operational practices or
policies. Mr. Hawkins remains the Company’s President and
Secretary. In connection with Ms. Larson’s appointment she was
granted 200,000 options to purchase shares of the Company’s common stock at an
exercise price of $0.35 per share, subject to a three year vesting
period.
Ms.
Roseann Larson became a director and the Chairperson of the Audit Committee of
the Company on June 8, 2010. Ms. Larson has held various
positions with Estee Lauder Companies Inc. (NYSE - EL) from 1989 through the
present. Since October 2009, Ms. Larson has been the Vice President
and Program Manager, EMEA (Europe, Middle East and Africa) for Estee Lauder the
function of which is to centralize, standardize, and streamline information
systems across Estee Lauder’s global enterprise. Prior thereto from
October 2003 to October 2009, Ms. Larson was the Vice President, Global IT Risk
Management and Compliance for Estee Lauder. In this role Ms. Larson
was responsible for instituting global, enterprise-wide IT risk management
functions and providing ongoing consultative support for Sarbanes-Oxley (SOX),
Payment Card Industry (PCI), and privacy compliance processes. From
2002 to October 2003, Ms. Larson was the Executive Director, Systems Analysis
for Estee Lauder. In this position Ms. Larson was chosen by Estee
Lauder’s CIO to provide strategic and tactical leadership for a special project
to improve a critical employee incentive program pursuant to which she combined
systems analysis and business expertise to speed product
delivery. From 1997 to 2002, Ms. Larson was Executive Director, Smart
Cards for Estee Lauder pursuant to which she led the implementation, analysis
and management of the consumer Smart Card programs in France, Mexico, Denmark,
UK, Canada, and Korea. From 1993 to 1997, Ms. Larson was
Director, Systems Architecture, Global Travel Retailing/Distribution where she
was tasked with defining the business requirements for a newly centralized $450M
Travel Retailing Division, which at the time was Estee lauder’s most profitable
international business. From 1989 through 1993, Ms. Larson was
Manager, Internal Audit for Estee Lauder where among other things she conducted
operational, IT, financial, and environmental audits and contributed to fraud
investigations for all divisions worldwide. From 1982 through 1989,
Ms. Larson held various accounting and financial positions at Citicorp (NYSE:
C). From 1980 - 1982, Ms. Larson was an auditor with the accounting
firm Ernst & Young. Ms. Larson is a Certified Public
Accountant and a member of the AICPA. Ms. Larson earned a BBA in
Accounting from Bernard Baruch College, New York, NY in 1980.
During
each of the years ended December 31, 2009 and 2008, and from January 1, 2010
through the date hereof, the Company did not enter into any transactions with
Ms. Larson or any related parties of which Ms. Larson is
affiliated.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-B:
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Exhibit
No.
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Exhibit
Description
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99.1
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Press
Release dated June 10, 2010 issued by Document Capture Technologies,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Document Capture
Technologies, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Document
Capture Technologies, Inc.
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Date:
June 10, 2010
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/s/ David
Clark
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David
Clark, Chief Executive Officer
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