8-K 1 eightklnamd.txt LOAN AMENDMENT MARCH 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 25, 2003 Date of Report (date of earliest event reported) ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC. (Exact Name of Registrant as Specified in its Charter) California 0-11038 33-0644381 (State or Other (Commission (IRS Employer Iden- Jurisdiction of File Number) tification Number) Incorporation) 1935 Cordell Court El Cajon, California 92020 (Address of Principal Executive Offices Including Zip Code 619-438-6000 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address if Changed Since Last Report) Item 5 - Other Events On March 25, 2003, Advanced Remote Communication Solutions, Inc. ("ARCOMS) made and entered into a Loan and Warrant Purchase Agreement ("the Agreement") among the Company, Housatonic Micro Fund, L.P ("Housatonic") and Lexington Funding LLC, ("Lexington"). In addition, an Agreement, Amendment, Reservation of Rights and Release (the "Loan Amendment") was made and entered into as of March 25, 2003, by and among ARCOMS, Enerdyne Technologies, Inc., ("Enerdyne"; ARCOMS and Enerdyne are collectively referred to as "Borrower"), Housatonic, Housatonic Micro Fund SBIC, L.P. and Lexington (collectively the "Lender"), as the assignee of First National Bank (the "Bank"). The Agreement and the Loan Amendment amend certain portions of a Loan Agreement, originally signed in December 1998 between the Borrower and the Bank and amended from time to time, with a current balance of $1,500,000 along with accrued interest. The bank and the Lenders subsequently entered into a Purchase and Sale Agreement dated September 20, 2002, pursuant to which the Bank assigned all of its rights under the Loan Agreement to the Lenders. The Agreement and Loan Amendment also make certain additional loans to the Company on the terms and conditions set forth in the Loan Amendment in an amount not to exceed $500,000 at an interest rate of prime plus one and one-half percent with a minimum interest rate of 8% maturing in June 2004. The existing loan is also amended to a minimum interest rate of 8%. In consideration of the Lenders' execution of the Loan Amendment, the Company has agreed to issue a warrant to purchase 1,667 shares of a newly designated Series D Preferred Stock to each of the Lenders. (C) Exhibits 99.1 Loan and Warrant Purchase Agreement 99.2 Agreement, Amendment, Reservation of Rights and Release 99.3 Warrant to Purchase Series D Preferred Stock (Housatonic) 99.4 Warrant to Purchase Series D Preferred Stock (Lexington) 99.5 Certificate of Determination of Series D Preferred Stock 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. Dated: April 3, 2003 Advanced Remote Communication Solutions, Inc. By: /s/ Paul Wickman Paul Wickmna Chief Financial Officer