Form 8-K

-----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, TYwMs8D65tmkS1OxecbInQaskG0YtIShEM0iqhC6Lw9x4UVN3rk545tJb180uxZf WklpAPVzbsawFlqZrEOICg== 0001193125-04-210194.txt : 20041209 0001193125-04-210194.hdr.sgml : 20041209 20041209140053 ACCESSION NUMBER: 0001193125-04-210194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVATECH SOLUTIONS INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31265 FILM NUMBER: 041192793 BUSINESS ADDRESS: STREET 1: 11403 CRONHILL DRIVE STREET 2: SUITE A CITY: OWING MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4109026900 MAIL ADDRESS: STREET 1: 11403 CRONHILL DRIVE STREET 2: SUITE A CITY: OWING MILLS STATE: MD ZIP: 21117 FORMER COMPANY: FORMER CONFORMED NAME: PLANETCAD INC DATE OF NAME CHANGE: 20001117 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 8-K 1 d8k.htm FORM 8-K Form 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): December 6, 2004

AVATECH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-31265

84-1035353

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

10715 Red Run Blvd., Suite 101, Owings Mills, Maryland 21117

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (410) 581-8080

Inapplicable

(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:

¨	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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

(a) (1) On December 6, 2004, Avatech Solutions, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with W. James Hindman, the chairman of the Company’s board of directors.

(2) Mr. Hindman is a guarantor of the Company’s $700,000 line of credit from the Company’s senior lender (the “Line”), which is currently due and payable on February 15, 2005. In exchange for $28,000 payable on or before December 31, 2004 and an immediately-exercisable warrant to purchase up to 100,000 shares of the company’s common stock for $0.35 per share that expires on December 6, 2007, Mr. Hindman agreed to personally guaranty any extensions of the maturity date of the Line through October 27, 2005.

Item 3.02. Unregistered Sales of Equity Securities

(a) On December 7, 2004, in exchange for an aggregate payment of $97,830.72 and the surrender of certain outstanding warrants, a revocable trust for the benefit of W. James Hindman, the chairman of the Company’s Board of Directors, and of which Mr. Hindman serves as trustee, exercised warrants to purchase 257,016 shares of the Company’s common stock.

The Company relied on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Sections 4(2) and 3(a)(9) of the Securities Act.

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 thereunto duly authorized.


	AVATECH SOLUTIONS, INC.
		(Registrant)

Date: December 9, 2004	By:	/s/ Christopher D. Olander
		Christopher D. Olander
		Executive Vice President and General Counsel

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