-----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, M42rzEHUUQN+nFij574nCSR3U/GNYEVqTgJl/Twi17jSd/YQLEGSaokxGwHdD713 Tq+/gUyaolYoVev45AxEDg== 0001038838-05-001066.txt : 20051216 0001038838-05-001066.hdr.sgml : 20051216 20051216145803 ACCESSION NUMBER: 0001038838-05-001066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051212 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARADYME CORP CENTRAL INDEX KEY: 0001123580 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330619254 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50038 FILM NUMBER: 051269486 BUSINESS ADDRESS: STREET 1: 1255 NORTH RESEARCH WAY STREET 2: BUILDING Q 3500 CITY: OREM STATE: UT ZIP: 84097 BUSINESS PHONE: 801-705-5000 MAIL ADDRESS: STREET 1: 1255 NORTH RESEARCH WAY STREET 2: BUILDING Q 3500 CITY: OREM STATE: UT ZIP: 84097 FORMER COMPANY: FORMER CONFORMED NAME: ALBION AVIATION INC DATE OF NAME CHANGE: 20000912 8-K 1 form8k121205.txt FORM 8-K DATED DECEMBER 12, 2005 U.S. 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, 2005 ARADYME CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-50038 33-0619254 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 1255 North Research Way, Building Q3500 Orem, Utah 84097 ---------------------------------------- --------- (Address of principal executive offices) (Zip code) 801-705-5000 --------------------------------------------------- (Registrant's telephone number, including area code) 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: [ ] 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. On December 12, 2005, Aradyme Corporation entered into an investment agreement with Eagle Rock Capital, LLC, an affiliate of Merwin D. Rasmussen, a director and corporate secretary of Aradyme. On the date of the agreement, the closing sales price of Aradyme's common stock was $0.37 per share. Under the agreement, Aradyme has agreed to sell to Eagle Rock Capital, in a series of tranches over the succeeding 15 months, up to 15,000,000 shares of common stock at $0.20 per share and warrants to purchase up to an additional 15,000,000 shares of common stock with exercise prices escalating from $0.50 per share to $1.00 per share. All of the warrants expire on December 12, 2010. If all of the tranches are fully funded, Aradyme will receive $3,000,000 without regard to any additional amounts that would be received if any of the warrants are exercised. In the initial tranche, which was funded upon the execution of the agreement on December 12, 2005, Eagle Rock Capital paid Aradyme $1,000,000 for 5,000,000 shares of common stock and warrants to purchase an additional 5,000,000 shares of common stock at an exercise price of $0.50 per share. The number of warrants issuable on any funding tranche will be increased or decreased if actual funding of the tranches is accelerated or delayed, respectively. The agreement obligates Aradyme to file a registration statement with the Securities and Exchange Commission on or before February 10, 2006, registering the resale of both the shares of common stock and the shares of common stock issuable upon the exercise of the warrants acquired under the agreement as well as certain other shares designated by Eagle Rock Capital. Eagle Rock Capital required Aradyme to complete certain actions as conditions of the agreement, including: o converting $200,000 of convertible debt to an unrelated third party due November 15, 2005, into common stock of the Company at $0.40 per share; o restructuring its employment agreements with its executive officers to make them "at will" employees, subject to six months' termination benefits if they are terminated other than for cause; and o seeking stockholder approval of an amendment to the certificate of incorporation that would increase Aradyme's authorized common stock from 50,000,000 shares to 100,000,000 shares to allow the issuance of all shares required on full funding of the agreement. The agreement also provides Eagle Rock Capital with a right of first refusal to provide additional equity financing for a period of 18 months or until the funding of all tranches under the agreement is complete. ITEM 3.02--UNREGISTERED SALES OF EQUITY SECURITIES. The information provided in Item 1.01 above is incorporated herein by reference. On December 12, 2005, Aradyme agreed to issue up to 15,000,000 shares of common stock and warrants to purchase an additional 15,000,000 shares of common stock (subject to certain adjustments) to one accredited investor. The purchaser was an affiliate of one of Aradyme's directors and negotiated the terms of the transaction directly with Aradyme's executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with such transaction, and no underwriter participated. The purchaser acknowledged, in writing, the receipt of restricted securities and consented to a legend on the certificate issued and stop-transfer instructions with the transfer agent. This transaction was effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. On December 12, 2005, Aradyme agreed to issue 500,000 shares of common stock upon the conversion of unpaid convertible debt in the principal amount of $200,000, at a conversion price of $0.40 per share. The purchaser was an accredited investor. No general solicitation was used, no commission or other remuneration was paid in connection with such transaction, and no underwriter participated. The purchaser acknowledged, in writing, the receipt of restricted securities and consented to a legend on the certificate issued and stop-transfer instructions with the transfer agent. This transaction was effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. ITEM 7.01--REGULATION FD DISCLOSURE On December 16, 2005, Aradyme Corporation issued a press release, a copy of which is attached as Exhibit 99.01. The information in this Item 7.01, including the exhibit, is being furnished pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended. ITEM 9.01--FINANCIAL STATEMENTS AND EXHIBITS The following are exhibits to this report: Exhibit Number Title of Document Location 10 Material Contracts - -------------- ----------------------------------------------- --------------- 10.22 Stock Purchase Agreement between Aradyme To be filed Corporation and Eagle Rock Capital, LLC, dated December 12, 2005 10.23 Registration Rights Agreement between Aradyme To be filed Corporation and Eagle Rock Capital, LLC, dated December 12, 2005 10.24 Form of Warrant to be Issued Pursuant to Stock To be filed Purchase Agreement between Aradyme Corporation and Eagle Rock Capital, LLC, dated December 12, 2005 10.25 Employment Agreement between Aradyme Corporation To be filed and James R. Spencer, dated December 12, 2005 10.26 Employment Agreement between Aradyme Corporation To be filed and Scott A. Mayfield, dated December 12, 2005 10.27 Employment Agreement between Aradyme Corporation To be filed and Merwin D. Rasmussen, dated December 12, 2005 10.28 Conversion Agreement between Aradyme Corporation To be filed and Shan Lassig, dated December 12, 2005 99 Miscellaneous - -------------- ----------------------------------------------- --------------- 99.01 Press release dated December 16, 2005 Attached 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. ARADYME CORPORATION Registrant Dated: December 16, 2005 By: /s/ James R. Spencer --------------------------- James R. Spencer, Chief Executive Officer EX-99.01 2 ex9901form8k121205.txt PRESS RELEASE DATED DECEMBER 16, 2005 For Immediate Release Aradyme Closes New Equity Financing OREM, Utah - December 16, 2005 - Aradyme Corporation (OTCBB: ADYE), a data management company, announced today that it has closed a new equity funding agreement with Eagle Rock Capital, LLC. The agreement allows for a total of $3 million to be invested over a series of payments with the first $1 million having been received as part of the closing. The proceeds provide Aradyme with the necessary working capital to accelerate corporate growth by expanding its sales, marketing, and product development efforts; reduce its outstanding debt and provide for other general business purposes to strengthen the Company's financial position. "We are extremely pleased to have secured this funding with Eagle Rock Capital," said James R. Spencer, chairman and CEO of Aradyme. "This funding, which has been a part of our strategic plans for some time now, represents the first of several strategic initiatives that we have put in place to continue to build on the success we have had this past year and take advantage of the many new and exciting opportunities that are on the horizon for the Company." As part of the agreement, Eagle Rock Capital funded Aradyme with an initial $1 million at closing in exchange for a combination of $.20 per share common stock, and a matching warrant to purchase additional common stock at $.50 per share. The additional $2 million funding is scheduled to be completed in a series of four payments over the next 15 months at $.20 per share common stock, with a matching warrant to purchase additional common stock for $.75 per share for the second million and $1.00 per share for the third million. "We evaluated several different funding offers and felt the opportunity with Eagle Rock Capital was by far the best for our shareholders. If all the funding schedules are met as outlined in the agreement, the net average cost per share of the stock and warrant exercise will be approximately $.48 per share," Spencer said. ADYE closed at $.37 per share on the day the financing agreement was executed. In conjunction with the agreement, the Company reduced its outstanding debt obligations and successfully renegotiated its executive employment agreements and several other key company relationships. "I was very impressed with management's willingness and ability to make the necessary changes that reaffirmed to me their commitment to the long-term success of the company," said Merwin D. Rasmussen, principal, Eagle Rock Capital, LLC. Further, the Company committed to continuing to exploit its current business opportunities and expand its communication efforts with current and future shareholders. "As an early investor and director of the Company, I've been tracking Aradyme's growth and progress since its early beginnings. I feel Aradyme is an excellent investment because of the Company's management team, its unique database technologies, and the potential multiple revenue opportunities its technology presents in both the short- and long-term," Rasmussen continued. The funding agreement obligates Aradyme to file a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock and the shares of common stock issuable upon the exercise of the warrants acquired under the agreement. "We have had a long history with Mr. Rasmussen as an investor, shareholder and director of our company," Spencer continued. "He has shown time and again that his interests are in line with the long-term objectives of Aradyme and has helped us to meet both the short- and long-term needs of the Company. We feel that with Eagle Rock Capital's continued assistance we will be able to maximize our shareholders' interests over the next few years of our growth." Aradyme's customers currently use its solutions and services to perform data migration/conversions and integrations, and also develop applications based on the Company's next-generation database management system (DMBS). About Eagle Rock Capital, LLC - ----------------------------- Eagle Rock Capital is a privately-held equity investment fund for high-growth financing opportunities and is an affiliate of Merwin D. Rasmussen, who is currently serving as a corporate director and corporate secretary for Aradyme Corporation. About Aradyme Corporation - ------------------------- Aradyme Corporation (OTCBB: ADYE) is a data management company that provides world-class solutions in data migration/conversion, integration and application development. These solutions are made possible through a mix of proprietary next-generation database technologies, methodologies and experience that enables customers to simplify their data management efforts and substantially increase the quality of their data. By leveraging the company's dynamic-schema database management system, which has been in development for more than 25 years, customers are able to bypass the limitations of traditional database technology and achieve greater flexibility in data handling. For more information about Aradyme, call (801)705-5000 or visit the company's web site at www.aradyme.com. ### This release contains forward-looking statements. Forward-looking statements are not guarantees of future revenues, sales, agreements, events, growth or results. Forward looking statements are subject to risks and uncertainties outside Aradyme's control. Actual events or results may differ materially from the forward-looking statements. Financial and Investor Contact: Scott Mayfield, Chief Financial Officer Aradyme Corporation Phone: (801) 705-5032 scott.mayfield@aradyme.com Media Contact: Kimberly Carroll, Director of Corporate Communications Aradyme Corporation Phone: (801)705-5039 kimberly.carroll@aradyme.com -----END PRIVACY-ENHANCED MESSAGE-----