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UNITED STATES WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Date of report (Date of earliest event reported): May 21, 2009 MMR INFORMATION SYSTEMS, INC. DELAWARE 000-51134 33-0892797 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer 468 NORTH CAMDEN DRIVE, 2nd FLOOR 90210 (Address of Principal Executive Offices) (Zip Code)
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact Name of Registrant as Specified in Charter)
of Incorporation)
Identification No.)
BEVERLY HILLS, CA
(310) 476-7002
(Registrant's telephone number, including area code)
2934½ BEVERLY GLEN CIRCLE, SUITE 702
LOS ANGELES, CALIFORNIA 90077
(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))
Item 1.01 Entry into a Material Definitive Agreement
On May 21, 2009, we and our subsidiary MyMedicalRecords, Inc. ("MMR") entered into an addendum to MMR's letter agreement dated December 27, 2007 with The Rebensdorf Group, Inc. ("TRGI"). TRGI is wholly-owned and controlled by George Rebensdorf, a member of our Board of Directors, and Mr. Rebensdorf serves as TRGI's President. The addendum clarifies certain provisions of the letter agreement relating to the percentage fee arrangements for success fees in connection with execution of definitive financing arrangements, provides for the payment of a $4,167 monthly retainer (commencing May 1, 2009), and the annual grant of 100,000 options, vesting monthly over two-years from the grant date, with an exercise price equal to fair market value on the grant date. Payment of the monthly retainer may be deferred, in which case it would be payable to TRGI pro rata upon payment of any other deferred management or consulting fees.
As amended by the addendum, pursuant to the letter agreement, TRGI provides financial advisory services and assists in negotiations in connection with our efforts to raise funds through private placement transactions. In addition to the initial retainer fee of $30,000 we paid upon execution of the letter agreement, we have agreed to pay TRGI (a) a $4,167 monthly retainer (commencing May 1, 2009), (b) for transactions with parties introduced by TRGI, a success fee equal to 8% of the value (payable 4% in cash, 4% in warrants), (c) for material assistance in closing transactions with parties not introduced by TRGI, an advisory fee equal to 2% of the value (payable in cash), and (d) an annual grant of 100,000 options, vesting monthly over two-years from the grant date, with an exercise price equal to fair market value on the grant date. Payment of the monthly retainer may be deferred, in which case it would be payable to TRGI pro rata upon payment of any other deferred management or consulting fees. The letter agreement, as amended, is effective until terminated by either party, with or without cause, upon 10 days prior written notice.
In connection with the execution of the addendum, on May 21, 2009 we granted George Rebensdorf stock options to acquire 100,000 shares of our common stock at an exercise price of $0.179 per share, which options vest monthly over 2 years and expire on May 21, 2014.
A copy of the letter agreement with TRGI is filed as Exhibit 10.15 to our current report on Form 8-K dated February 2, 2009. A copy of the addendum is filed as Exhibit 10.1 hereto. The foregoing description of the agreement, as amended, is qualified in its entirety by the actual letter agreement and addendum, each of which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
|
10.1 |
Addendum dated May 21, 2009 to the Letter Agreement with The Rebensdorf Group, Inc. dated December 27, 2007. |
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.
Date: May 27, 2009
MMR INFORMATION SYSTEMS, INC. By: /s/ ROBERT H. LORSCH Name: Robert H. Lorsch Title: Chairman, President and Chief Executive Officer |
INDEX TO EXHIBITS
Exhibit No. |
Description |
|
Addendum dated May 21, 2009 to the Letter Agreement with The Rebensdorf Group, Inc. dated December 27, 2007. |
EXHIBIT 10.1
ADDENDUM
An Addendum to the advisory agreement (the "Agreement") entered into by MyMedicalRecords.com, Inc. (a subsidiary of MMR Information Systems, Inc.) and The Rebensdorf Group, Inc. ("TRGI") dated on or about December 27, 2007.
Section 2.1 of the Agreement is hereby amended to state as follows:
2.1 In the event a Transaction is consummated for which TRGI shall be entitled to a fee as provided for in subsection 2.3, the Company shall pay TRGI a Success Fee, on the date of execution of a definitive agreement to finance the Company, an amount equal to Eight Per Cent (8%) of the gross value of the Transaction, payable as follows: Four Percent of the Success fee shall be payable in cash, and warrants equal to 4% of the amount of the Transaction. In the event the Company closes a transaction with a party not originated by TRGI, and TRGI assists with the closing of such Transaction in any material fashion, then the Company shall pay TRGI a cash Advisory Fee in the amount of Two Percent (2%). Additionally, the Company shall pay TRGI a retainer in the amount of $4,167 per month during the term of this agreement, commencing May 1, 2009, on a deferred basis. Deferred retainer payments shall be paid pro rata upon the payments of other deferred management compensation and board consulting fees. Additionally, TRGI (or its designee) shall receive 100,000 options annually on a calendar year basis, vesting over 2 years from date of grant, bearing an exercise price equal to the closing price of MMRF.OB shares on the date of grant.
In all other respects, the Agreement is re-affirmed and ratified.
Dated this 21st day of May, 2009
The Rebensdorf Group, Inc. (`TRGI")
By: /s/ George Rebensdorf
Title: President
MMR Information Systems, Inc.
By: ___/s/ Robert H. Lorsch______
Title: __CEO___________________
MyMedicalRecords, Inc.
By: ___/s/ Robert H. Lorsch_____
Title: __CEO_______________