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): July 1, 2005 Digicorp (Exact name of registrant as specified in its charter) Utah 000-33067 87-0398271 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) 100 Wilshire Blvd., Ste. 1500, Santa Monica, CA 90401 (Address of principal executive offices) (zip code) (310) 752-1477 (Registrant's telephone number, including area code) Copies to: Marc J. Ross, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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. On July 1, 2005, Digicorp (the "Company") appointed Philip Gatch as the Company's Chief Technology Officer. On June 30, 2005, Mr. Gatch was appointed Chief Technology Officer of Patient Safety Technologies Inc., a Delaware corporation whose common stock is traded on the American Stock Exchange. Since May 12, 2005, Mr. Gatch has been a 50% owner and President of Cinapse Digital Media, LLC, a company that operates a production and post-production media content facility. Patient Safety Technologies, Inc. owns the other 50% of Cinapse Digital Media, LLC. From September 2003 to June 2005, Mr. Gatch was Director of Technical Services of The DR Group. From February 2002 to April 2003, Mr. Gatch was Director of Research and Development for Media.net. From 1999 to 2002, Mr. Gatch was Director of Research and Development for Digital Entertainment Solutions. There was no transaction during the last two years, or any proposed transactions, to which the Company was or is to be a party, in which Mr. Gatch had or is to have a direct or indirect material interest. There are no family relationships between Mr. Gatch and the Company's directors, executive officers or persons nominated or charged by the Company to become directors or executive officers. The Company does not currently have an employment agreement in effect for the employment of Mr. Gatch. 1 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Digicorp Dated: July 7, 2005 By: /s/ Milton Ault ------------------------------------- Name: Milton "Todd" Ault, III Title: Chief Executive Officer 2