-----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, O341a041+Hz1iaTNa6ovCC2KOfKqkG2Dg9J6YJscg1XE5mkj7seK6AZ7nLgCYI8O 94lhX0oJYxjeOueIVROZpQ== 0001104659-08-028077.txt : 20080430 0001104659-08-028077.hdr.sgml : 20080430 20080429201053 ACCESSION NUMBER: 0001104659-08-028077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080429 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080430 DATE AS OF CHANGE: 20080429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enterprise Informatics Inc CENTRAL INDEX KEY: 0000813747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953634089 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15935 FILM NUMBER: 08787563 BUSINESS ADDRESS: STREET 1: 10052 MESA RIDGE CT. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 625 3000 MAIL ADDRESS: STREET 1: 10052 MESA RIDGE CT. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: SPESCOM SOFTWARE INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: ALTRIS SOFTWARE INC DATE OF NAME CHANGE: 19961113 FORMER COMPANY: FORMER CONFORMED NAME: ALPHAREL INC /CA/ DATE OF NAME CHANGE: 19920703 8-K 1 a08-12991_18k.htm 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): April 29, 2008

 

ENTERPRISE INFORMATICS INC.

(Exact name of registrant as specified in its charter)

 

California

 

0-15935

 

95-3634089

(State or other jurisdiction

 

(Commission file number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification Number)

 

10052 Mesa Ridge Court, Suite 100

 

 

San Diego, California

 

92121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    (858) 625-3000

 

(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 April 29, 2008, the Company and ERP2 Holdings, LLC, a Delaware limited liability company (“ERP2”), entered into a letter agreement amending the Company’s secured promissory note in the maximum principal amount of $1,500,000 issued to ERP2 on January 31, 2008 (the “Note”) to extend from April 30, 2008 to May 14, 2008 the date by which the Company must complete all actions of the Company required to effectuate a 1,000-to-1 reverse split of the Company’s common stock and the deregistration of the Company’s common stock under the Securities Exchange Act of 1934, as amended, in order to avoid an event of default under the Note.  Disbursement of $1,200,000 of the maximum principal amount under the Note is subject to the Company’s completion of such actions.  On April 29, 2008, the Company issued a press release regarding the amendment of the Note, the full text of which is attached hereto as Exhibit 99.1.

 

                The Company previously reported in the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2008 that a 1,000-to-1 reverse split of the Company’s common stock was anticipated to be effected on or about April 30, 2008 or as soon thereafter as practicable.  The Company currently anticipates that such reverse stock split will be effected on or about May 7, 2008.

 

                The Transaction Statement on Schedule 13E-3 filed by the Company, ERP2 and certain other persons with the SEC on March 12, 2008, as amended, is being amended concurrently with the filing of this Current Report to incorporate by reference this Current Report, including the exhibits hereto.

 

                As reported in the Current Report on Form 8-K filed by the Company with the SEC on October 16, 2007, on October 10, 2007, ERP2 acquired from Spescom Limited, a South African corporation, and its wholly owned subsidiary Spescom Ltd., a United Kingdom corporation, certain secured demand notes, 15,650,471 shares of the Company’s common stock, 5,291 shares of the Company’s Series F Convertible Preferred Stock, and certain contract rights and other interests held by such entities in connection with their ownership of such notes and shares.

 

                As reported in the Annual Report on Form 10-K filed by the Company with the SEC on January 15, 2008, on January 14, 2008, the Company and ERP2 entered into a term sheet for a financing transaction.  Also as reported in such Annual Report, upon execution of such term sheet, the Company (i) issued to ERP2 a warrant with an exercise price of $0.08 and a 10-year term exercisable for 17,175,971 shares of the Company’s common stock, and (ii) declared a dividend payable to ERP2 in shares of the Company’s common stock in satisfaction of the entire amount of accrued and unpaid dividends on the shares of the Company’s Series F Convertible Preferred Stock held by ERP2.  As reported in Amendment No. 1 to Annual Report on Form 10-K/A filed by the Company with the SEC on January 28, 2008, on January 21, 2008, the Company issued 20,832,498 shares of its common stock to ERP2 in payment of such dividend.

 

                As reported in the Current Report on Form 8-K filed by the Company with SEC on February 6, 2008, on January 31, 2008, pursuant to the above-referenced term sheet, the Company and ERP2 consummated certain transactions including (i) the issuance of the Note, (ii) the amendment of certain existing secured demand notes issued by the Company and held by ERP2 (such notes, as amended, the “Amended Notes”) and (iii) the amendment and restatement of a security agreement and a pledge agreement which, as amended and restated, secure the Company’s obligations under the Note and the Amended Notes.

 

                As of April 28, 2008, ERP2, by virtue of its ownership of shares of the common stock and Series F Convertible Preferred Stock of the Company, was entitled to 52,241,729 or 70% of the total number of votes eligible to be cast on all matters submitted to the vote of the holders of common stock and, consequently, was entitled to elect a majority of the board of directors of the Company.  In addition, as of such date, ERP2, by virtue of its ownership of such shares and of the above-referenced warrant to purchase 17,175,971 shares of common stock, was the beneficial owner of 69,417,700 shares or 75.8% of the common stock of the Company.  As of April 28, 2008, the aggregate amount owed by the Company to ERP2, including interest, under the Note and the Amended Notes was $1,023,000.

 

2



 

Item 9.01. Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit

 

Description

 

 

 

10.1

 

Letter Agreement between Enterprise Informatics Inc. and ERP2 Holdings, LLC, dated April 29, 2008.

 

 

 

99.1

 

Press release issued by Enterprise Informatics Inc. on April 29, 2008.

 

3



 

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 29, 2008

 

 

ENTERPRISE INFORMATICS INC.

 

 

 

 

By: 

/s/ John W. Low

 

 

John W. Low

 

 

Chief Financial Officer

 

 

 

 

4


 

EX-10.1 2 a08-12991_1ex10d1.htm EX-10.1

 

Exhibit 10.1

 

Enterprise Informatics Inc.
10052 Mesa Ridge Court
Suite 100
San Diego, CA 92121

 

April 29, 2008

 

ERP2 Holdings, LLC

c/o Richard Shorten

694 Weed Street

New Canaan, CT 06840

 

Gentlemen:

 

                Reference is made to the Secured Promissory Note (the “Note”), in the original principal amount of up to $1,500,000, issued on January 31, 2008 by Enterprise Informatics Inc., a California corporation (“Borrower”), in favor of ERP2 Holdings, LLC, a Delaware limited liability company (“Lender”).  Borrower and Lender hereby amend Section 8(f) of the Note to delete “April 30, 2008” and to insert in place of such date “May 14, 2008.”  In all other respects, the Note shall remain in full force and effect in its original form.

 

                Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing a copy of this letter and returning such copy to Borrower.

 

 

Very truly yours,

 

 

 

 

ENTERPRISE INFORMATICS INC.

 

 

 

 

By: 

/s/ John W. Low

 

 

John W. Low

 

 

Chief Financial Officer

 

Agreed and Accepted:

 

ERP2 HOLDINGS, LLC

 

By: 

/s/ Kevin Wyman

 

 

Kevin Wyman

 

Majority Manager

 


 

EX-99.1 3 a08-12991_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

PRESS RELEASE

 

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

ENTERPRISE INFORMATICS AND ERP2 HOLDINGS, LLC
AMEND PROMISSORY NOTE TO EXTEND TIMEFRAME
FOR REVERSE STOCK SPLIT AND DEREGISTRATION

 

SAN DIEGO, CA, April 29, 2008 — Enterprise Informatics Inc. (OTCBB: EPRS), a leading provider of enterprise information management solutions, today announced that it and ERP2 Holdings, LLC (“ERP2”), its majority shareholder, have agreed to amend the Company’s secured promissory note in the maximum principal amount of $1,500,000 issued to ERP2 on January 31, 2008 to extend from April 30, 2008 to May 14, 2008 the date by which the Company must complete all actions of the Company required to effectuate a 1,000-to-1 reverse split of the Company’s common stock and the deregistration of the Company’s common stock under the Securities Exchange Act of 1934 in order to avoid an event of default under the note.  Disbursement of $1,200,000 of the maximum principal amount under the note is subject to the Company’s completion of such actions.

 

The Company reported in the information statement it filed with the Securities and Exchange Commission on April 10, 2008 that a 1,000-to-1 reverse split of its common stock was anticipated to be effected on or about April 30, 2008 or as soon thereafter as practicable.  The Company currently anticipates that such reverse stock split will be effected on or about May 7, 2008.

 

COMPANY

 

CONTACT:

Alan Kiraly, CEO

 

John Low, CFO

 

(858) 625-3000

 

About Enterprise Informatics

Enterprise Informatics is a leading provider of enterprise information management solutions that enable organizations to reduce the cost of meeting compliance requirements, minimize business risk and optimize process efficiency. Enterprise Informatics’ advanced software product, eB, ensures the integrity of the controlled information by uniquely managing the connectivity to all relevant information such as documents, records, assets, people, processes and projects — creating an ecosystem for the rapid access of accurate information in context. eB vastly improves the integrity, visibility and access to all relevant information at the time it is needed.

 

Key customers include Entergy, NuStart Energy, Constellation Energy, Florida Power & Light, Continental Express, Ameren UE, City of Dayton, Lloyds Register of Shipping, Northeast Utilities, Network Rail, Aker Kvaerner, City of Las Vegas, City of Winston Salem, Fayetteville Public Works Commission and many others. www.enterpriseinformatics.com

 

This press release contains forward-looking statements. These statements can be identified by the words, “expects,” “projects,” “hopes,” “believes,” “could,” and other similar words. Actual results, events or performance could differ materially from these forward-looking statements based on a variety of factors, many of which are beyond the Company’s control. Therefore, readers are cautioned not to put undue reliance on these statements. Investors are cautioned that all such statements involve risks and uncertainties, which may include risks related to the occurrence of any event, change or other circumstance that could give rise to the abandonment by the Company of the above-referenced reverse stock split, the failure of such reverse stock split to be consummated for any other reason, and the outcome of any legal proceedings that may be instituted against the Company and others relating to such reverse stock split. Forward-looking statements contained in this press release should be considered in light of these factors, and those factors discussed from time to time in the Company’s public reports filed with the Securities and Exchange Commission, such as those discussed under the heading, “Risk Factors,” in the Company’s most recent annual report on Form 10-K. These forward-looking statements speak only as of the date hereof.

 


 

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