8-K 1 form8-k.htm SEQUIAM 8-K 08-17-07 form8-k.htm



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):  August 16, 2007

 
SEQUIAM CORPORATION
(Exact name of registrant as specified in its charter)

     
                                            California                                                                                           333-45678                                                                                        33-0875030
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

300 Sunport Lane, Orlando, Florida
32809
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (407) 541-0773

 
____________________________________________________________________________________________________________
(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):
 
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.
 
The information provided in response to Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference.
 
SECTION 2 – OTHER EVENTS
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
 
On August 16, 2007, Sequiam Corporation through its subsidiary Sequiam Sports, Inc. (the “Company”), entered into that certain First Lease Amendment (the “Amendment”) to that certain Lease Agreement (the “Agreement”) made April 29, 2004, with EastGroup Properties, L.P. (the “Lessor”) which amends 24,085 square feet of space (the "Original Space") located at 300 Sunport Lane, Suite 100-A, Orlando, FL 32809.
 
The Amendment reduced the leased space from the Original Space to 12,934 square feet and extended the term of the current lease for a period of twenty-eight (28) months commencing July 1, 2010 through October 31, 2012. The Amendment also revised the rent schedule as follows:

Term
PSF
Monthly
11/1/07 - 10/31/08
8.7500
$9,431.04
11/1/08 - 10/31/09
9.1000
$9,808.28
11/1/09 - 10/31/10
9.4640
$10,200.61
11/1/10 - 10/31/11
9.8426
$10,608.64
11/1/11 - 10/31/12
10.2363
$11,032.98

 
The Amendment further provided that the Lessor shall perform and be responsible for the cost of all construction in the Company’s leased premises to accommodate the reduction of the Original Space. The contingency conditions set forth in Section 6 of the Amendment have been met as they relate to the lease terms defined in the Amendment.
 
The Company had previously made that certain Promissory Note (the “Note”) dated July 1, 2004 in the principal amount of $1,600.000 for the benefit of the Lessor for deferred rent and tenant improvements. The current balance of the Note is $1,429,978. Pursuant to Section 5 of the Amendment, the Lessor has agreed to accept $275,000 in full satisfaction of all amounts due under the Note if the Company pays such amount on or before November 1, 2007. The contingency conditions set forth in Section 6 of the Amendment have been waived, as they relate to the $275,000 repayment, in the Side Letter Agreement between the Company and Lessor dated August 15, 2007.

If the Company fails to pay the $275,000 to the Lessor on or before November 1, 2007 then monthly payments of combined principal and interest shall be due and payable beginning November 1, 2007 and continuing on the first day of each successive month thereafter in the amount of $6,071.02 until the entire current principal balance of the Note has been paid in full.
 
Pursuant to the Amendment, any default under the terms of the Note shall automatically constitute a default under the Agreement and Amendment. Likewise, any default under the terms of the Agreement or Amendment shall automatically constitute a default under the Note.
 
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01  Financial Statements and Exhibits.
 
(a)           Financial Statements of Businesses Acquired.
 
Not Applicable

               (b)            Pro Forma Financial Information.

                   Not Applicable

               (c)            Shell Company Transactions.

Not Applicable

(d)           Exhibits.

                   NumberDescription

10.1  
       First Lease Amendment  under Lease Agreement dated as of April 29, 2004, between Sequiam Corporation and EastGroup Properties, LP, dated August 16, 2007
10.2  
       Side Letter Agreement  between Sequiam Corporation and EastGroup Properties, LP, dated August 15, 2007


 
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.

 
SEQUIAM CORPORATION
 
(Registrant)
   
Date:  August 17, 2007
 
 
By:  /s/ Mark L. Mroczkowski
 
      Mark L. Mroczkowski
 
      Executive Vice President and Chief Financial Officer