Form 8K Current Report
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):
May
5,
2006
DYNABAZAAR,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE
OR
OTHER JURISDICTION OF INCORPORATION)
|
000-29423
(COMMISSION
FILE NUMBER)
|
04-3551937
(I.R.S.
EMPLOYER IDENTIFICATION NO.)
|
|
888
Seventh Avenue
New
York, New York 10019
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
(212)
974-5730
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
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):
r
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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
May 5,
2006, William J. Fox delivered to the secretary of Dynabazaar, Inc. (the
“Company”) notice of his resignation as a director and President and Chief
Executive Officer of the Company, effective as of the close of business on
May
15, 2006. Mr. Fox had no disagreements with the Company on any matters related
to the Company’s operations, policies or practices. The Board of Directors of
the Company thanks Mr. Fox for his dedicated service and valued contributions
to
the Company.
On
May 9,
2006, the Board of Directors of the Company appointed James A. Mitarotonda
to
serve as the Company’s President and Chief Executive Officer, effective as of
May 16, 2006.
Mr.
Mitarotonda has served as a director of the Company since September 2003 and
was
President and Chief Executive Officer from January 2004 to December 17, 2004.
Mr. Mitarotonda is Chairman of the Board, President and Chief Executive Officer
of Barington Capital Group, L.P. (“Barington”), an investment firm that he
co-founded in November 1991. Mr. Mitarotonda is also Chairman of the Board
and a
former Chief Executive Officer of L Q Corporation, Inc. (OTCBB:LQCI.OB), a
publicly traded corporation engaged in the professional security, compliance,
advisory and investigatory business, and is a director of A. Schulman, Inc.
(NASDAQ:SHLM).
The
Company is party to an amended administrative services agreement with Barington
dated as of December 17, 2004. Under this agreement, which runs through December
31, 2006, Barington is to be paid a fee of $15,000 per month for performing
certain administrative, accounting and other services on behalf of the Company.
However, as of March 1, 2006, the Company and Barington agreed to reduce the
monthly fee to $7,500. In addition, Barington is to be paid a fee of $175 an
hour for any legal services provided by Barington on behalf of the Company
at
the Company’s request. The Company has also agreed that in the event that
Barington identifies for the Company, at its request, a business transaction
such as a merger, acquisition or joint venture, and/or provides the Company
with
financial consulting or merger and acquisition services in connection with
such
business transaction, the Company will pay Barington a fee to be agreed upon
between Barington and the Board of Directors of the Company. In connection
with
the amended agreement, the Company granted in December 2004 options to
certain designees of Barington to purchase, in the aggregate, 320,000 shares
of
the Company’s common stock at an exercise price of $0.31 per share, the fair
market value of the Company’s common stock on the grant date.
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.
Date:
May
11, 2006
DYNABAZAAR,
INC.
By:
/s/ Rory J.
Cowan
Rory
J. Cowan
Chairman