8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 11, 2008

ALLIN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-21395	25-1795265
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

381 Mansfield Avenue, Suite 400, Pittsburgh, Pennsylvania	15220
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 928-8800

N/A

(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 1.01. Entry into a Material Definitive Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 11, 2008, Allin Corporation (the “Company”) and S&T Bank, a Pennsylvania banking association, entered into Change in Terms Agreements with respect to the Loan and Security Agreement (Asset Based), as amended, (the “S&T Loan Agreement”) and the Business Loan Agreement (the “S&T Business Agreement”) among the Company, the companies subsidiaries and S&T Bank upon S&T Bank’s receipt of the executed agreements. The respective Change in Terms Agreements extend the maturity dates of the S&T Loan Agreement and the S&T Business Agreement to September 30, 2009.

On June 11, 2008, the Company and S&T Bank also entered into the Eighth Amendment to Loan and Security Agreement (Asset Based) (the “Eighth Amendment”) upon the Company’s and S&T Bank’s execution of the amendment. The Eighth Amendment documents S&T Bank’s prior waiver of certain provisions of the S&T Loan Agreement prohibiting the acquisition of a business, or the conveying of the Company’s assets or undertaking of obligations for additional purchase consideration in relation to the acquisition of a business, in relation to the May 20, 2008 acquisition of certain assets of SmithBridge Technology Group, Inc. associated with its SharePoint Hosting business operations (“SPH”), by Allin Consulting of Pennsylvania, Inc., a wholly-owned subsidiary of the Company. The acquisition of SPH was not significant under Securities and Exchange Commission rules. Additional information regarding the acquisition will be included in the Company’s Report on Form 10-Q for the quarterly period ending June 30, 2008.

The Change in Terms Agreements are filed as Exhibits 10.1 and 10.2, respectively, and the Eighth Amendment is filed as Exhibit 10.3, to this Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibits are filed with this Report on Form 8-K as set forth in the Exhibit Index beginning on page 2 hereof.

2

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.

	ALLIN CORPORATION
Dated: June 13, 2008	By:	/s/ Dean C. Praskach
		Dean C. Praskach
		Chief Financial Officer (principal financial officer)

3

EXHIBIT INDEX

Allin Corporation

Report on Form 8-K

Exhibit Number	Exhibit
10.1	Change in Terms Agreement between Allin Corporation and S&T Bank (with respect to Loan and Security Agreement (Asset Based))
10.2	Change in Terms Agreement between Allin Corporation and S&T Bank (with respect to Business Loan Agreement)
10.3	Eighth Amendment to Loan and Security Agreement (Asset Based) between Allin Corporation and S&T Bank

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EX-10.1

Exhibit 10.1

CHANGE IN TERMS AGREEMENT

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$5,000,000.00	05-16-2008		2000050969-		00000482182	091

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

Borrower:	Allin Consulting of Pennsylvania, Inc.;	Lender:	S&T BANK
	Allin Corporation;		Commercial Lending
	Allin Corporation of California;		800 Philadelphia Street
	Allin Holdings Corporation;		PO Box 190
	Allin Interactive Corporation;		Indiana, PA 15701
	Allin Network Products, Inc.;		(724) 349-1800
	and Codelab Technology Group, Inc.
	381 Mansfield Ave Suite 400 Pittsburgh, PA 15220-2751

Principal Amount: $5,000,000.00 Initial Rate: 5.500% Date of Agreement: May 16, 2008

DESCRIPTION OF EXISTING INDEBTEDNESS. A Revolving Credit Note dated October 1, 2008, as amended, in the original maximum available principal amount of Five Million & 00/100 Dollars ($5,000,000.00), together with a current variable interest rate of S&T Bank Prime plus 0.500% per annum and a current maturity date of September 30, 2008.

DESCRIPTION OF COLLATERAL. All security interests, assignments, mortgages, pledges, liens and encumbrances of whatsoever nature or kind now or hereafter granted or existing as security for the Indebtedness.

DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date to September 30, 2009.

PAYMENT. Borrower will pay this loan in full immediately upon Lender’s demand. If no demand is made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on September 30, 2009. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 30, 2008, with all subsequent interest payments to be due on the same day of each month after that.

VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an index which is Lender’s Prime Rate (the “Index”). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 5.500% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

CHANGE IN TERMS AGREEMENT

Loan No: 2000050969-             (Continued) Page 2

THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

ALLIN CONSULTING OF PENNSYLVANIA, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Consulting of Pennsylvania, Inc.
ALLIN CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Corporation
ALLIN CORPORATION OF CALIFORNIA
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Corporation of California
ALLIN HOLDINGS CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Holdings Corporation
ALLIN INTERACTIVE CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Interactive Corporation
ALLIN NETWORK PRODUCTS, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Network Products, Inc.

CODELAB TECHNOLOGY GROUP, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Codelab Technology Group, Inc.

LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All

Rights Reserved. - PA C:\APPS\CFIWIN\CFI\LPL\D20C.FC TR-53463 PR-231 (M)

EX-10.2

Exhibit 10.2

CHANGE IN TERMS AGREEMENT

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$2,000,000.00	05-16-2008	09-30-2009	2000050969-200		00000482182	091

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

Borrower:	Allin Consulting of Pennsylvania, Inc.;	Lender:	S&T BANK
	Allin Corporation;		Commercial Lending
	Allin Corporation of California;		800 Philadelphia Street
	Allin Holdings Corporation;		PO Box 190
	Allin Interactive Corporation;		Indiana, PA 15701
	Allin Network Products, Inc.;		(724) 349-1800
	and Codelab Technology Group, Inc.
	381 Mansfield Ave Suite 400 Pittsburgh, PA 15220-2751

Principal Amount: $2,000,000.00 Initial Rate: 5.500% Date of Agreement: May 16, 2008

DESCRIPTION OF EXISTING INDEBTEDNESS. A non-revolving line of credit promissory Note dated December 20, 2007, in the original maximum available principal amount of Two Million & 00/100 Dollars ($2,000,000.00), together with a variable interest rate of S&T Bank Prime plus 0.500% per annum and a maturity date of October 30, 2008. The current undisbursed principal available for advances is Two Million & 00/100 Dollars ($2,000,000.00).

DESCRIPTION OF COLLATERAL. All security interests, assignments, mortgages, pledges, liens and encumbrances of whatsoever nature or kind now or hereafter granted or existing as security for the Indebtedness.

DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date to September 30, 2009.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on September 30, 2009. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 30, 2008, with all subsequent interest payments to be due on the same day of each month after that.

VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an index which is Lender’s Prime Rate (the “Index”). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 5.500% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

CHANGE IN TERMS AGREEMENT

Loan No: 2000050969-200 (Continued) Page 2

THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

ALLIN CONSULTING OF PENNSYLVANIA, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Consulting of Pennsylvania, Inc.
ALLIN CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Corporation
ALLIN CORPORATION OF CALIFORNIA
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Corporation of California
ALLIN HOLDINGS CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Holdings Corporation
ALLIN INTERACTIVE CORPORATION
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Interactive Corporation
ALLIN NETWORK PRODUCTS, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Allin Network Products, Inc.

CODELAB TECHNOLOGY GROUP, INC.
By:	/s/ Dean C. Praskach	(Seal)
	Dean C. Praskach, VP/Finance Sec/Treasurer of Codelab Technology Group, Inc.

LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All

Rights Reserved. - PA C:\APPS\CFIWIN\CFI\LPL\D20C.FC TR-53463 PR-231 (M)

EX-10.3

Exhibit 10.3

EIGHTH AMENDMENT

TO LOAN AND SECURITY AGREEMENT

(ASSET BASED)

THIS AGREEMENT made and entered into as of this 16th day of May, 2008 by and between Allin Corporation; Allin Interactive Corporation; Allin Corporation of California DBA: Allin Consulting; Allin Network Products, Inc.; Allin Holdings Corporation; Allin Consulting of Pennsylvania, Inc.; and Codelab Technology Group, Inc., having a business address of 381 Mansfield Ave Suite 400, Pittsburgh, PA 15220-2751, hereinafter “Borrower”;

AND

S&T Bank having its principal office located at 800 Philadelphia St, Indiana, PA, 15701; hereinafter “Lender”.

WHEREAS, the parties did enter into a Loan and Security Agreement (Asset Based) dated October 1, 1998, hereinafter “Loan Agreement”; and

WHEREAS, pursuant to that Loan Agreement, the Borrower executed uniform commercial code statements and a Revolving Credit Note; and

WHEREAS, the parties desire that Section 6.12 Prohibited Corporate Transactions of the Loan Agreement be modified.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby the parties agree as follows:

1. The Loan Agreement dated October 1, 1998, amended on March 25, 1999 (the “First Amendment”), September 30, 1999 (the “Second Amendment”), September 28, 2001 (the “Third Amendment”), September 26, 2005 (the “Fourth Amendment), September 26, 2005 (the “Fifth Amendment”), September 6, 2006 (the “Sixth Amendment”), and June 28, 2007 (the “Seventh Amendment”) is hereby amended by waiving the following provisions of Section 6.12:

Section 6.12(c) – waiver of the provision prohibiting Allin from entering into the earn out portion of the SharePoint Hosting agreement.

Section 6.12(g) – waiver of the provision restricting Allin related to its desire to “merge or agree to merge with or into or consolidate with any other person, corporation, firm or entity or acquire any material portion of the stock or assets or business of any person, corporation, firm or other entity.”

Section 6.12(h) – waiver of the provision prohibiting Allin from “conveying…. any of its property or assets” in exchange for the assets of SharePoint Hosting

2. In all respects the uniform commercial code statements and the Revolving Credit Note dated October 1, 1998, as amended from time to time, shall remain in full force and effect.

WITNESS the due execution hereof and intending to be legally bound hereby the day and year first above written.

ATTEST:	ALLIN CORPORATION
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	ALLIN INTERACTIVE CORPORATION
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	ALLIN CORPORATION OF CALIFORNIA
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	ALLIN NETWORK PRODUCTS, INC.
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	ALLIN HOLDINGS CORPORATION
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas

ATTEST:	ALLIN CONSULTING OF PENNSYLVANIA, INC.
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	CODELAB TECHNOLOGY GROUP, INC.
/s/ Robert V. Fulton	By	/s/ Dean C. Praskach
Assistant Secretary		Dean C. Praskach, VP/Finance Sec/Treas
ATTEST:	S&T BANK
/s/ Susan D. Scarnato	By	/s/Ken Parsons
Assistant Secretary		Ken Parsons, Vice President