Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
March
7, 2007, VA Software Corporation (“Company”)’s Board of Directors approved entry
into an indemnification agreement between the Company and Scott E. Howe,
following his appointment as a member of the Company's Board of Directors on
March 7, 2007. The terms of the indemnification agreement are substantially
similar to the form of indemnification agreement that the Company previously
entered into with certain of its officers and directors. The Company’s form of
indemnification agreement was filed as Exhibit 10.1 to its Registration
Statement on Form S-1, as amended (Commission File No. 333-88687).
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d)
On
March 8, 2007, the Company issued a press release announcing the appointment
of
Scott E. Howe, age 38, to the Company’s Board of Directors. The Company’s Board
of Directors appointed Mr. Howe as a Class I director effective March 7,
2007,
with a term expiring at the annual meeting following the close of fiscal
year
2009. Mr. Howe was also appointed to serve on the Compensation Committee
of the
Company’s Board of Directors.
Pursuant
to the Company’s 1999 Director Option Plan, Mr. Howe was granted an option to
purchase 80,000 shares of the Company's Common Stock, vesting over a period
of
three years, with one quarter vesting on the date of grant and one thirty-sixth
vesting each month thereafter. The vesting of this option will automatically
accelerate upon a change of control of the Company. Mr. Howe will also be
entitled to receive cash compensation and additional option grants in accordance
with the Company's director compensation policy.
There
are
no family relationships between Mr. Howe and any executive officers, directors,
or other employees of the Company. Mr. Howe has no material interests in any
transactions or proposed transactions with the Company.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
The
following exhibits are filed as part of this Current Report:
| EXHIBIT |
| NUMBER | DESCRIPTION |
| 99.1 |
Press
Release entitled, “VA Software Appoints Scott E. Howe to Board of
Directors” dated March 8, 2007
|
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.
|
VA
SOFTWARE CORPORATION
a
Delaware corporation
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|
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By: |
/s/
Patricia S. Morris
|
|
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Patricia
S. Morris
Senior
Vice President, Chief Financial
Officer
|
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Date:
March
8,
2007
