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): November 8, 2004
MICROSTRATEGY INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-24435 | 51-0323571 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1861 International Drive McLean, Virginia |
22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 848-8600
(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.
| (d) | On November 8, 2004, Matthew Calkins and Jarrod Patten were elected to the Board of Directors of the Company with their service on the Board of Directors to commence effective November 10, 2004. On November 8, 2004, Mr. Patten was also elected to the Audit Committee of the Company’s Board of Directors with his service on the Audit Committee to commence effective November 10, 2004. |
| From January 2003 through May 2003, the Company received an aggregate of approximately $208,000 in payments from Appian Corporation (“Appian”) for the sublease of office space and purchase of office furniture. Matthew Calkins, a member of the Company’s Board of Directors, is the controlling stockholder, chief executive officer and sole director of Appian. |
SIGNATURE
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: November 15, 2004 |
MicroStrategy Incorporated | |||
| (Registrant) | ||||
| By: |
/s/ Michael J. Saylor | |||
| Name: |
Michael J. Saylor | |||
| Title: |
Chairman of the Board of Directors | |||
| and Chief Executive Officer | ||||