-----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, WLJxuiXqxyf+bt+nIM5NevUT5eNGzVnkEFiI7XJIVGYCB4JJOEXsq0K8vy2uZEQk HXkC7aJURNVLs3xfy4K9Mg== 0001019687-06-003081.txt : 20061215 0001019687-06-003081.hdr.sgml : 20061215 20061215161551 ACCESSION NUMBER: 0001019687-06-003081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061212 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILINC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13725 FILM NUMBER: 061280627 BUSINESS ADDRESS: STREET 1: 2999 NORTH 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: EDT LEARNING INC DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: E-DENTIST COM INC DATE OF NAME CHANGE: 20001114 FORMER COMPANY: FORMER CONFORMED NAME: PENTEGRA DENTAL GROUP INC DATE OF NAME CHANGE: 19970822 8-K 1 ilinc_8k-121506.txt 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): December 12, 2006 -------------- ILINC COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 76-0545043 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1-13725 (Commission File Number) 2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018 (address of principal executive offices) (Zip code) (602) 952-1200 (Registrant's telephone number, including area code) -------------- ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT With the assistance of Peacock, Hislop, Staley & Given, Inc., as placement agent, the Company recently engaged in an offering that was exempt from registration that sought the extension of the maturity date of its outstanding senior notes with an aggregate principal balance of $2,962,500. The senior notes had been issued as a series of notes that are governed by that certain Unit Purchase and Agency Agreement dated to be effective on April 19, 2004, with the senior notes originally due on July 15, 2007. The Unit Purchase and Agency Agreement provided that the Senior Notes and the Unit Purchase and Agency Agreement may be amended by a written amendment approved by a majority of note holders. Peacock notified the Company that it had obtained the written affirmative vote of a majority of Noteholders who represent more than 50% of the outstanding principal balance, and therefore the senior notes and the Unit Purchase and Agency Agreement were amended as follows: All references in the Senior Notes, and all references in the Unit Purchase and Agency Agreement, to the "Maturity Date" and/or the "due date" shall be amended hereby to reflect the new Maturity Date and due date of July 15, 2010. All references in the Senior Notes, and all references in the Unit Purchase and Agency Agreement (specifically Section 3.1(a)) to the "interest rate" or the "Stated Rate," shall be amended and increased to a new rate of twelve percent (12%) per annum, with the new increased Stated Rate to begin to accrue under this amendment on January 16, 2007, and continue thereafter at that increased Stated Rate until maturity or the Senior Note is fully paid. All other terms and provisions of the Senior Note and the Unit Purchase and Agency Agreement not specifically amended hereby shall remain unchanged and without amendment. On December 12, 2006 iLinc Communications, Inc. issued a press release, a copy of which is furnished as Exhibit 99.1 to this current report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits -------- 10.1 Amendment to Unit Purchase and Agency Agreement 99.1 Copy of press release issued by iLinc Communications, Inc. on December 12, 2006. 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. ILINC COMMUNICATIONS, INC. By: /s/ James M. Powers, Jr. ------------------------------------------ President and Chief Executive Officer Date: December 15, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 10.1 Form of Amendment to Unit Purchase and Agency Agreement 99.1 Copy of press release issued by iLinc Communications, Inc. on December 12, 2006. EX-10.1 2 ilinc_8k-ex1001.txt FORM OF AMENDMENT Exhibit 10.1 NOTE AMENDMENT AGREEMENT This agreement ("Agreement") is by and among iLinc Communications, Inc., a Delaware corporation ("iLinc" or the "Company"), [Note Holder Name] (the "Note Holder"), and Cerberus Financial, Inc. (the "Note Agent") (all collectively called the "Parties"), with this Agreement to be effective on the closing of the Offering (the "Effective Date"). All capitalized terms used, but not defined in this Agreement, have the meaning given to them in the Unit Purchase and Agency Agreement that was executed by and among the Parties on April 19, 2004 (the "Unit Purchase Agreement"). WHEREAS, the Note Holder participated in an offering by iLinc to purchase a unit that consisted of a senior unsecured promissory note (the "Senior Note"), a copy of which is attached as Exhibit "A," and common stock of the Company and simultaneously executed the Unit Purchase Agreement; WHEREAS, the Parties now wish to modify the terms of the Senior Note and the Unit Purchase Agreement as provided herein; NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the undersigned Parties do hereby agree as follows: 1. All references in the Senior Note, and all references in the Unit Purchase Agreement, to the "Maturity Date" and the "due date" shall be amended hereby to reflect the new Maturity Date and due date of July 15, 2010 (the "Maturity Date"). 2. In consideration for the extension of the Senior Note term, all references in the Senior Note, and all references in the Unit Purchase Agreement (specifically Section 3.1(a) of the Unit Purchase Agreement) to the "interest rate" or the "Stated Rate," shall be amended and increased to a new "Stated Rate" of twelve percent (12%) per annum, with the new increased Stated Rate to begin to accrue under the amended Senior Note on January 16, 2007, and continue thereafter at that increased Stated Rate until maturity or the Senior Note is fully paid. 3. All other terms and provisions of the Senior Note and the Unit Purchase Agreement not specifically amended by this Agreement shall remain unchanged and without amendment. 4. Note Holder hereby represents and warrants to iLinc that Note Holder: is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act; confirms that the financial and investor suitability information provided in the subscription agreement executed with the original purchase of the Note remains substantially true and correct; has not assigned, pledged or otherwise in any manner whatsoever, sold or transferred, any right, title, or interest in the Senior Note; has the authority to execute this Agreement and is legally competent to execute this Agreement; has obtained any and all necessary consents to give full effect to this Agreement; and has relied solely and completely upon its own judgment. 5. The Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary to give full force and effect to the terms and intent of this Agreement. To the extent that the provisions of this Agreement conflict with any provision of the Senior Note or the Unit Purchase Agreement, then the provisions of this Agreement shall control and supersede. The Parties represent each to the other that this Agreement has been duly authorized, executed and delivered and that it constitutes valid and binding obligations upon the Parties hereto and upon their respective successors and assigns. 6. This Agreement shall become effective: (i) following execution by all of the Parties in their respective signature spaces provided below, and (ii) upon approval of this Agreement by holders representing more than fifty percent (50%) of the outstanding principal balance of the Senior Notes. IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement to be effective on the Effective Date. [Note Holder Name] By: /s/ Signature of Note Holder ---------------------------------------- CERBERUS FINANCIAL, INC. By: /s/ Thomas R. Hislop ---------------------------------------- Name: Thomas R. Hislop ILINC COMMUNICATIONS, INC. By: /s/ James M. Powers, Jr. ---------------------------------------- Name: James M. Powers, Jr. EX-99.1 3 ilinc_8k-ex9901.txt PRESS RELEASE Exhibit 99.1 ILINC COMMUNICATIONS ANNOUNCES EXTENSION OF SENIOR DEBT PHOENIX, Arizona (December 12, 2006) - iLinc Communications, Inc. (AMEX:ILC), developers of Web conferencing software and audio conferencing solutions, today announced an agreement to extend its $2.9 million in senior debt until July 15, 2010. The outstanding senior unsecured notes were originally issued in a private placement that closed in April of 2004, and would have been due in July of 2007. In consideration for the three year extension, the interest rate was increased to 12%, but no other compensation in the form of stock or warrants is being provided to the note holders. Except for the changes in maturity date and interest rate, all other terms of the existing senior notes and note agent agreement will remain the same. Phoenix based Peacock, Hislop, Staley and Given, Inc. acted as placement agent in the original 2004 offering and is acting as remarketing agent in negotiation of the note extension. "We are very pleased to have obtained the three year extension on these terms," noted James L. Dunn, Jr., Senior Vice President and Chief Financial Officer of iLinc. "Modifying the existing notes provides a simpler and more efficient structure than would have been available with traditional bank financing," concluded Mr. Dunn. ABOUT ILINC COMMUNICATIONS, INC. iLinc Communications, Inc. is a leading developer of award-winning Web conferencing software and audio conferencing services. The iLinc Suite is used globally by customers for highly secure and cost-effective collaborative meetings, presentations, and training sessions. iLinc is one of the few carrier-class providers that permits the purchase of a perpetual software license, that may be either installed inside of a customer's network or hosted by iLinc (SaaS). More information about the Phoenix-based Company may be found on the Web at www.ilinc.com. PRESS CONTACT: James L. Dunn, Jr. Sr. Vice President & CFO 602-952-1200 pr@ilinc.com iLinc, iLinc Suite, MeetingLinc, LearnLinc, ConferenceLinc, SupportLinc and its logos are trademarks or registered trademarks of iLinc Communications, Inc. All other company names and products may be trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----