-----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, SmY/zDcyyKfBqHbNWZ6yOjHxDIbNA0pRM2v+nM+/h79FA3OIEe/DylqcPA3FDCuk hsCUFrjQb6DQ3tHe53tSgw== 0001157523-08-004800.txt : 20080603 0001157523-08-004800.hdr.sgml : 20080603 20080603171519 ACCESSION NUMBER: 0001157523-08-004800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTS SOFTWARE INC CENTRAL INDEX KEY: 0000796655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133054685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16299 FILM NUMBER: 08878320 BUSINESS ADDRESS: STREET 1: 700 AIRPORT BLVD. STREET 2: SUITE 300 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6509310500 MAIL ADDRESS: STREET 1: 700 AIRPORT BLVD. STREET 2: SUITE 300 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: ANTS SOFTWARE COM INC DATE OF NAME CHANGE: 19990806 FORMER COMPANY: FORMER CONFORMED NAME: CHOPP COMPUTER CORP /DE/ DATE OF NAME CHANGE: 19990805 FORMER COMPANY: FORMER CONFORMED NAME: SULLIVAN COMPUTER CORP DATE OF NAME CHANGE: 19870108 8-K 1 a5698061.txt ANTS SOFTWARE INC. 8-K 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): June 3, 2008 (May 28, 2008) ANTS SOFTWARE INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 000-16299 13-3054685 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 700 Airport Blvd. Suite 300, Burlingame, CA 94010 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 931-0500 N/A - -------------------------------------------------------------------------------- (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): [ ] 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)) - -------------------------------------------------------------------------------- Item 1.01 Entry into a Material Definitive Agreement. The Company has amended certain terms of a convertible promissory note. A convertible promissory note in the initial principal face amount of $1,500,000, was amended to decrease the conversion price to $1.20 per share of the Company's Common Stock, and to extend the expiration date of the note to January 31, 2011. Item 2.01 Completion of Acquisition or Disposition of Assets. On May 30, 2008, ANTs software inc. ("ANTs" or the "Company") closed the Agreement and Plan of Merger (the "Agreement") by and among ANTs software, inc., ANTs Holdings, Inc., (the "Sub") a Delaware corporation and wholly owned direct subsidiary of ANTs, Inventa Technologies, Inc., a Delaware corporation ("Inventa"), and Robert T. Healey, solely in his capacity as Stockholders' Representative of Inventa. ANTs had entered into the Agreement on May 15, 2008. At the Effective Time as defined in the Agreement, the Sub was merged with and into Inventa (the "Merger"). In connection with the Merger, Inventa's outstanding shares of capital stock were exchanged for and converted into an aggregate of 20,000,000 unregistered shares of ANTs common stock, ANTs made cash payments totaling $3,000,000 and ANTs issued two promissory notes in the aggregate initial principal face amount of $2,000,000, bearing 10% interest per annum, payable quarterly, and convertible into shares of ANTs common stock at a conversion price of $0.80, with maturity at January 31, 2011. Following the Merger, Inventa continued as the surviving corporation as a wholly owned subsidiary of ANTs and the separate corporate existence of the Sub ceased. The Certificate of Incorporation of the Sub in effect at the Effective Time became the certificate of incorporation of Inventa except that Article I of the Survivor's Certificate of Incorporation was amended at the Effective Time to provide that the name of the Surviving Corporation was "Inventa Technologies, Inc." The issuance of the securities described above was made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933. These securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of these unregistered securities were made in order to effect the Merger. This current report is neither an offer to sell, nor a solicitation of offers to purchase, securities. 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. ANTs software inc. Date: June 3, 2008 By: /s/ Kenneth Ruotolo ------------------------- Kenneth Ruotolo, Chief Financial Officer -2- -----END PRIVACY-ENHANCED MESSAGE-----