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): January 3, 2006

 

FALCONSTOR SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

0-23970

77-0216135

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

2 Huntington Quadrangle, Melville, New York 11747

Address of principal executive offices

 

Registrant’s telephone number, including area code: 631-777-5188

 

 

(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 December 30, 2005, the Company amended Section 4.3 of the 2005 FalconStor Software, Inc., Key Executive Severance Protection Plan (the “Plan”) to require contemporaneous approval by the Company’s Board of Directors before any eligible Participant may surrender options for cash.

 

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.

 

 

 

FALCONSTOR SOFTWARE, INC.

 

 

 

 

 

 

Dated: January 3, 2006

By:

/s/ James Weber

 

Name:

James Weber

 

Title:

Chief Financial Officer and Vice President

 

 

 

2