-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P01sAcDEV5wGSq+akaJWUnn2SYuknOgrX5+NCfagezpRH97JU1DP57ChJEI/+u57 ztgsKU1WOxxd6VGrPInsIg== 0001019687-07-003478.txt : 20071015 0001019687-07-003478.hdr.sgml : 20071015 20071015172507 ACCESSION NUMBER: 0001019687-07-003478 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070928 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BPO Management Services CENTRAL INDEX KEY: 0001015920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222356861 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28560 FILM NUMBER: 071172625 BUSINESS ADDRESS: STREET 1: 1290 N HANCOCK HILLS CITY: ANAHEIM HILLS STATE: CA ZIP: 92807 BUSINESS PHONE: 714-974-2670 MAIL ADDRESS: STREET 1: 1290 N HANCOCK HILLS CITY: ANAHEIM HILLS STATE: CA ZIP: 92807 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC/ DATE OF NAME CHANGE: 20000317 FORMER COMPANY: FORMER CONFORMED NAME: NETGURU INC DATE OF NAME CHANGE: 20000308 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC DATE OF NAME CHANGE: 19960603 8-K/A 1 bpo_8ka-101507.htm BPO MANAGMENT SERVICES, INC. bpo_8ka-101507.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  September 28, 2007
 
 
BPO MANAGEMENT SERVICES, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
000-28560
22-2356861
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1290 N. Hancock Street, Anaheim, California 92807
(Address of principal executive offices)    (Zip Code)
 
Registrant’s telephone number, including area code:  (714) 974-2670
 
 

 
Not Applicable
(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:
 
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))
   


SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01  Entry into a Material Definitive Agreement.
 
Through amendments to each of our Series J Warrants to Purchase Shares of Preferred Stock (“Series J Warrants”) issued to the seven institutional investors who purchased shares of our Series D Convertible Preferred Stock on June 13, 2007 (which Series J Warrants were issued in connection with such share purchases), we voluntarily reduced the per-share warrant exercise price payable upon exercise by any such investor of its Series J Warrant from $14.40 to $9.60, effective only for exercises thereof during the period between September 28, 2007 and October 10, 2007 (the “Reduced Warrant Price Period”).  This reduced warrant exercise price only applies for up to seventy-five percent (75%) of the Series J Warrants then held by each such institutional investor and the original exercise price of $14.40 per share will automatically re-apply to any Series J Warrants not exercised at the reduced price during the Reduced Warrant Price Period.  These amendments were made because we determined that, in lieu of procuring mezzanine financing from otherwise unaffiliated third parties (as originally contemplated by these institutional investors and us as of June 13, 2007, the date on which we closed our Series D Convertible Preferred Stock private placement with such institutional investors) in order to finance our potential acquisition of a private entity providing data center outsourcing services to clients located throughout the United States for more than 10 years, we would provide an enhanced opportunity to obtain such financing from these seven institutional investors.  Since we believe that we will be able to obtain the funds we need to complete this potential acquisition (if we determine to proceed with such acquisition) from the exercise of these Series J Warrants, we have agreed that we will not procure such mezzanine financing or any other financing which is not permitted by the terms of the Series D Convertible Preferred Stock Purchase Agreement dated as of June 13, 2007, entered into by these institutional investors and us.
 
We also amended each of our Series C Warrants to Purchase Shares of Common Stock (“Series C Warrants”) and Series D Warrants to Purchase Shares of Common Stock (“Series D Warrants”), all of which were also issued in connection with such purchases of our Series D Convertible Preferred Stock on June 13, 2007 to these seven institutional investors, to provide that, in the event that such institutional investor exercises any portion of the Series J Warrants during the Reduced Warrant Price Period, the per-share warrant exercise price payable upon exercise of its Series C Warrant is to be reduced from $1.35 to $0.01 and the per-share warrant exercise price payable upon exercise of its Series D Warrant is to be reduced from $1.87 to $1.10 for the same percentage of such investor’s Series C Warrants and Series D Warrants as the percentage as the percentage of Series J Warrants then exercised by such investor during the Reduced Warrant Price Period.  For example, if an institutional investor exercises one-quarter (1/4) of  its Series J Warrants during the Reduced Warrant Price Period, the per-share exercise price for its Series C Warrants and Series D Warrant will be so reduced for one-quarter (1/4) of its Series C Warrants and Series D Warrants.  Any applicable reduced warrant exercise price for the Series C Warrants and Series D Warrants will apply for the remainder of their respective terms.
 
Each of the Series J Warrants, Series C Warrants, and Series D Warrants provides that such warrants may only be amended by written instruments signed by us and the holders of warrants exercisable for a majority of the shares of our stock underlying all of the then-outstanding Series J Warrants, Series C Warrants, and Series D Warrants, respectively.  We have received the requisite approval for such amendments.  The institutional investors have also been asked to confirm that these reductions to the warrant exercise prices of the Series J Warrants, Series C Warrants, and Series D Warrants do not trigger the anti-dilution protection set forth in such warrants or in any of the Series A Warrants or Series B Warrants issued to them in connection with their purchases of our Series D Convertible Preferred Stock on June 13, 2007.
 
As of the date of this Current Report, six institutional investors have exercised certain of their Series J Warrants at the reduced exercise price and acquired an aggregate of approximately 729,168 shares of our Series D-2 Convertible Preferred Stock for an aggregate of approximately $7.0 million.
 

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01  Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit No.
  
Description of Exhibit
     
10.46
  
Form of Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc. (incorporated by reference to Exhibit 10.46 of the Registrant's Current Report on Form 8-K, filed October 4, 2007)
10.47
  
Form of Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (incorporated by reference to Exhibit 10.47 of the Registrant's Current Report on Form 8-K, filed October 4, 2007)
10.48
  
Form of Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (incorporated by reference to Exhibit 10.48 of the Registrant's Current Report on Form 8-K, filed October 4, 2007)
99.1
  
Press release, dated October 4, 2007 (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K, filed October 4, 2007)
 

 
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SIGNATURES
 
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:  October 15, 2007
BPO MANAGEMENT SERVICES, INC.
   
 
By:
/s/  James Cortens                                           
   
James Cortens
   
President

 
 
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