-----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, CvT7asRijg1ESoBdjgJi0Bj6vXcyoM08VbBHxGcu6YRDQBcftNBbpsYunZI/K7aG TBsUCr5QWMzBOZGCW2lzBw== 0001172665-06-000158.txt : 20060412 0001172665-06-000158.hdr.sgml : 20060412 20060412144040 ACCESSION NUMBER: 0001172665-06-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060411 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060412 DATE AS OF CHANGE: 20060412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Optionable Inc CENTRAL INDEX KEY: 0001303433 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51837 FILM NUMBER: 06755701 BUSINESS ADDRESS: STREET 1: 555 PLEASANTVILLE ROAD STREET 2: SOUTH BUILDING SUITE 110 CITY: BRIARCLIFF MANOR STATE: NY ZIP: 10510 BUSINESS PHONE: 914-773-1100 MAIL ADDRESS: STREET 1: 555 PLEASANTVILLE ROAD STREET 2: SOUTH BUILDING SUITE 110 CITY: BRIARCLIFF MANOR STATE: NY ZIP: 10510 8-K 1 form8k.txt ITEM 1.01 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) April 10, 2006 OPTIONABLE, INC. (Exact name of Registrant as specified in its charter) Delaware 000-51837 52-2219407 (State or other (Commission File number) (IRS Employer Identification No.) jurisdiction of incorporation or organization) 555 Pleasantville Road, South Building, Suite 110 Briarcliff Manor, NY 10150 (Address of principal executive offices) (Zip Code) (914) 773-1100 (Registrant's Telephone Number, Including Area Code) (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 for 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)) Section 1--Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. a. Amendment of Material Definitive Agreement As previously reported, from time to time Optionable, Inc. (the "Company") has received loans from three of its executive officers and/or an entity owned by two of its executive officers. In April 2005 the entity assigned its rights to the Company's liability equally to its two co-owners. As of the date of this Report the principal amount outstanding under these loans aggregated $6,111,904. Of this amount, $5,244,510 is owed to Mark Nordlicht, the Company's Chairman, $608,697 is owed to Edward J. O'Connor, the Company's President, and $258,697 is owed to Kevin P. Cassidy, the Company's Chief Executive Officer. The loans do not currently bear interest. During April 2005 the Company entered into modifications of the terms of the amounts due from it to Messrs. Nordlicht, O'Connor and Cassidy. The modifications to these terms are set forth in the Addendum to Master Services Agreement, dated April 12, 2005 with Capital Energy Services LLC and the Addendum To Loan Agreement, dated April 12, 2005, with Mark Nordlicht (collectively, the "Agreements"). The Agreements provide that, among other things, the Company may make principal repayments towards the underlying liabilities amounting to approximately 25% of its quarterly cash flows from operating activities less capital expenditures. The actual amount of any such payment was to be established by the Finance Committee of the Board of Directors, the sole member of which is a non-employee member of the Board of Directors. Also as previously reported, for the quarter ended December 31, 2005 the Finance Committee and the three executive officers negotiated repayments aggregating $600,000, which was in excess of the 25% of quarterly cash flow called for by the Agreements. In light of the Company's improving cash flow and overall financial position, and in the interest of retaining the services of its executive officers, in April 2006 the Finance Committee determined that a limitation based on a fixed percentage of quarterly cash flow was no longer necessary or appropriate. Instead, the Finance Committee will decide each quarter on the amount of such quarter's repayment, after taking into account the Company's cash flow, overall financial position, anticipated capital needs and such other factors as the Finance Committee deems appropriate. This modification to the Agreements is set forth in an amendment to the Agreements which is attached as an exhibit to this Report. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 10 Amendment, dated as of April 10, 2006, to Master Services Agreement dated April 1, 2004 and to Loan Agreement dated March 22, 2004 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OPTIONABLE, INC. Date: April 12 , 2006 By: /s/ Kevin P. Cassidy ---------------- Kevin P.Cassidy Chief Executive Officer EX-1.01 2 item101.txt ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Amendment to Master Services Agreement dated April 1, 2004 And to Loan Agreement dated March 22, 2004 The undersigned acknowledge and agree to the following amendments to (i) Master Services Agreement ("Master Services Agreement") dated April 1, 2004, as modified, between Optionable, Inc. ("OPEX") and Capital Energy Services, LLC ("CES") and (ii) Loan Agreement ("Loan Agreement") dated March 22, 2004, as modified, between OPEX and Mark Nordlicht ("Nordlicht"). 1. Capitalized terms not defined herein shall have the meanings ascribed to them in the Master Services Agreement or the Loan Agreement, as the case may be. 2. The Master Services Agreement is hereby amended by deleting Section 2(e)iii.1. thereof and inserting the following in its place and stead: 1. The Repayment Allocation is defined as follows; A percentage, established at the discretion of the Finance Committee of OPEX, of OPEX's cash flows from operating activities adjusted for purchases of property and equipment, on a quarterly basis ("Adjusted Cash Flow"). The Repayment Amount may be greater than the Adjusted Cash Flow. In establishing this amount, the Finance Committee will consider, among other financial metrics, significant anticipated expenditures and working capital needs, overall financial position and such other factors as it deems appropriate. 3. The Loan Agreement is hereby amended by deleting Section 2c.1. thereof and inserting the following in its place and stead: 1. The Repayment Allocation is defined as follows; A percentage, established at the discretion of the Finance Committee of the Borrower, of the Borrower's cash flows from operating activities adjusted for purchases of property and equipment, on a quarterly basis("Adjusted Cash Flow"). The Repayment Amount may be greater than the Adjusted Cash Flow.. In establishing this amount, the Finance Committee of the Borrower will consider, among other financial metrics, significant anticipated expenditures and working capital needs, overall financial position and such other factors as it deems appropriate. 4. Other than as so modified, the Master Services Agreement and the Loan Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of April 10, 2006. OPTIONABLE, INC. By: /s/ Albert Helmig ------------- Name: Albert Helmig Title: Director CAPITAL ENERGY SERVICES, LLC By: /s/ Kevin P. Cassidy ---------------- Name: Kevin P.Cassidy Title: Managing Director By: /s/ Kevin P. Cassidy ---------------- Name: Kevin P. Cassidy By: /s/ Mark Nordlicht -------------- Name: Mark Nordlicht By: /s/ Edward J. O'Connor ------------------ Name: Edward J. O'Connor -----END PRIVACY-ENHANCED MESSAGE-----