0001144204-11-069404.txt : 20111212 0001144204-11-069404.hdr.sgml : 20111212 20111212160817 ACCESSION NUMBER: 0001144204-11-069404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111212 DATE AS OF CHANGE: 20111212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBERDEFENDER CORP CENTRAL INDEX KEY: 0001377720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 651205833 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34764 FILM NUMBER: 111256248 BUSINESS ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 213-689-8631 MAIL ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 8-K 1 v242879_8k.htm FORM 8-K Unassociated Document
 
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 6, 2011
 
 
CYBERDEFENDER CORPORATION
(Exact name of Company as specified in Charter)
 
Delaware
  
333-138430
  
65-1205833
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)
 
617 West 7th Street, Suite 1000
Los Angeles, California 90017
 (Address of Principal Executive Offices)
 
213-689-8631
(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 CFR240.14a-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 240.13(e)-4(c))

 
1
 
 
Item 1.01
Entry into a Material Definitive Agreement.

In a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2011, CyberDefender Corporation (the “Company”) reported the completion of the first of three $1 million tranches of a private sale of an aggregate of $3 million of 10.5% Subordinated Convertible Promissory Notes (the “Notes”) to Mr. Sean P. Downes, an investor in the Company, pursuant to a Securities Purchase Agreement dated and effective as of September 30, 2011.  The second tranche of the sale was completed on November 4, 2011.

On December 6, 2011, the Company and Mr. Downes entered into a First Amendment to Securities Purchase Agreement (the “First Amendment”) pursuant to which the closing date for the completion of the third $1 million tranche of the sale was extended from November 30, 2011 to December 15, 2011.  On December 8, 2011, subsequent to the execution of the First Amendment, the Company received from Mr. Downes $500,000 of the third $1 million tranche.
 

Item 9.01
Financial Statements and Exhibits

 
Exhibit 99.1
Form of First Amendment to Securities Purchase Agreement



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 12, 2011

 
CYBERDEFENDER CORPORATION
  
       
 
By:
 /s/ Kevin Harris
  
   
Kevin Harris, Interim Chief Executive Officer and Chief Financial Officer
  
 
 
2
 
EX-99.1 2 v242879_ex99-1.htm EXHIBIT 99.1 Unassociated Document
 
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
 
This First Amendment to Securities Purchase Agreement (this “First Amendment”) is dated and effective as of December 6, 2011 by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and Sean P. Downes (“Purchaser”).
 
WHEREAS, the Company and Purchaser entered into that certain Securities Purchase Agreement, dated and effective as of September 30, 2011 (the “SPA”); and
 
WHEREAS, the Company and Purchaser desire to amend the SPA as set forth herein.
 
NOW, THEREFORE, IN CONSIDERATION of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchaser agree as follows:
 
1.           Amendment to Definition of “Closing Dates.”  The definition of “Closing Dates” in Section 1.1 of the SPA, entitled “Definitions,” is hereby amended and restated in its entirety as follows:
 
“Closing Dates” means: September 30, 2011 for Tranche 1; October 31 for Tranche 2; and December 15, 2011 for Tranche 3 (as defined below), on which dates all required Transaction Documents shall have been executed and delivered by the Company and the Purchaser, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amounts and (ii) the Company’s obligations to deliver the securities have been satisfied or waived.
 
2.           Amendment to Definition of “Tranche 1,” “Tranche 2” and “Tranche 3.”  The definition of  “Tranche 1,” “Tranche 2” and “Tranche 3” in Section 1.1 of the SPA, entitled “Definitions,” is hereby amended and restated in its entirety as follows:
 
“Tranche 1,” “Tranche 2” and “Tranche 3” mean the purchases and issuances of the Note on September 30, 2011, October 31, 2011, and December 15, 2011, respectively.
 
3.           Conflict; Full Force and Effect.  In the event of any conflict between this First Amendment and the SPA, this First Amendment shall control.  The Company and Purchaser acknowledge and agree that, except as expressly provided herein, the provisions of the SPA shall remain unmodified and in full force and effect.
 
4.           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Company and Purchaser and their respective successors and permitted assigns.
 
 
 
 
 
5.           Recitals.  The recitals to this First Amendment are hereby incorporated by reference herein.
 
6.           Governing Law.  This First Amendment shall be governed by the laws of the State of California, without regard to conflicts of laws provisions.
 
7.           Entire Agreement.  This First Amendment and the SPA contain the complete understanding and agreement between the Company and Purchaser relating to the subject matter hereof and thereof and supersede any prior understandings or agreements related thereto, whether written or oral.
 
8.           Counterparts.  This First Amendment may be executed in multiple counterparts, each of which will be deemed to be an original, but together they constitute one and the same instrument.
 

 
 (Signature Pages Follow)
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
 
CYBERDEFENDER CORPORATION
    
Address for Notice:
  
           
           
By:      
617 West 7th Street, Suite 1000
  
 
Name:  Kevin Harris
    
Los Angeles CA 90017
  
 
Title:    Interim Chief Executive Officer and Chief Financial Officer
        

 
 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
 
 
 
 
 
[PURCHASER SIGNATURE PAGE TO
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by its/his/her respective authorized signatories as of the date first indicated above.
 
         
Name of Purchaser:
Sean P. Downes      
 
        
Signature of Purchaser: