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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 2, 2004

BSQUARE CORPORATION

(Exact name of Registrant as specified in its charter)

         
WASHINGTON 000-27687     91-1650880
         
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number)     (IRS Employer
Identification No.)

110 110th Ave NE, Suite 200
Bellevue, WA 98004
425-519-5900

(Address and Telephone Number of Registrant’s Principal Executive Offices)

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))

 

BSQUARE CORPORATION

FORM 8-K

November 2, 2004

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 2, 2004, Mr. William Larson notified the Board of Directors of BSQUARE Corporation of his intent to resign, effective immediately, from the Board of Directors. Mr. Larson served as a member of the Compensation Committee and the Strategic Planning Committee of the Board of Directors.

A copy of the press release issued by BSQUARE Corporation on November 8, 2004 in connection with Mr. Larson’s resignation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

         
Exhibit Number
   Description
99.1
     Press Release dated November 8, 2004, issued by BSQUARE Corporation

 

 

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.

                         
            BSQUARE CORPORATION
             
             
             
Date:
   November 8, 2004   By:   /s/ Scott C. Mahan
 
                  
 		  
 
                   Scott C. Mahan
 
                   Vice President Finance
 
                   and Chief Financial Officer