UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November 27, 2006
Answers
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
1-32255
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98-0202855
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Jerusalem
Technology Park
The
Tower
Jerusalem,
Israel 91481
(Address
of Principal Executive Offices)
+972-2-649-5000
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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))
Item
1.01 Entry
into a Material Definitive Agreement
On November
27, 2006, GuruNet
Israel Ltd. ( “GuruNet”),
the
wholly-owned subsidiary of Answers Corporation (the "Company"),
and
Robert S. Rosenschein, the Company’s and GuruNet's Chief Executive Officer (the
"Executive")
entered into an Amendment (the "Amendment")
to
Executive's Amended and Restated Employment Agreement dated as of
January 8, 2004 (the “Employment
Agreement”).
The
Employment Agreement, as amended by the Amendment, governs the employment
relationship between the Company and the Executive.
The
Amendment provides that in the event there is a Change of Control of the
Company, (i) the Board of Directors of the Company (the "Board")
shall
take the necessary steps to accelerate the vesting of 50% of any options granted
to the Executive that have not vested as of the effective date of the Change
of
Control; and (ii) should the Executive's employment be terminated without cause
at any time during a period of twelve (12) months subsequent to the effective
date of a Change of Control, then 100% of the Executive's unvested options
shall
vest immediately upon the effective date of his termination.
The
Amendment further stipulates that if GuruNet terminates the Employment Agreement
without cause, the Board shall take the necessary steps so that the period
during which the Executive shall be permitted to exercise any options shall
be
extended to one (1) year from the effective date of his
termination.
Finally,
the Amendment provides that GuruNet and the Executive may each voluntarily
terminate the Employment Agreement upon no less than ninety (90) days’ prior
written notice, for any reason.
A
copy of
the Amendment is attached to this report as Exhibit 10.1.
Item
9.01 Exhibits
| |
10.1
|
November
27, 2006 Amendment to Amended and Restated Employment Agreement between
GuruNet Israel Ltd. and Robert S. Rosenschein dated January 8,
2004.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ANSWERS
CORPORATION |
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|
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By: |
/s/ Steven
Steinberg |
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Steven
Steinberg |
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Chief
Financial Officer |
EXHIBIT
INDEX
|
10.1
|
November
27, 2006 Amendment to Amended and Restated Employment Agreement
between
GuruNet Israel Ltd. and Robert S. Rosenschein dated January 8,
2004.
|