-----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, K1kkTfR97SjtCxPEc09/Vul/339rxp/PqhNCxrfHHlR3rE8dQ/c4Ka1u3aH8nsRz 6pBf01OM8Y+LXxLfsDUOZQ== 0001193125-06-233944.txt : 20061114 0001193125-06-233944.hdr.sgml : 20061114 20061114085511 ACCESSION NUMBER: 0001193125-06-233944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061108 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061211475 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

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: November 8, 2006

 


AVATECH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-31265   84-1035353
(State of Incorporation)   (Commission File No.)   (IRS Employer Identification Number)

10715 Red Run Boulevard, Suite 101, Owings Mills, Maryland 21117

(Address of principal executive offices, including Zip Code)

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

 


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))

 



INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Director.

On November 8, 2006, the Board of Directors of Avatech Solutions, Inc. (the “Company”) elected Mr. Thom Waye to serve as a director of the Company until the next annual meeting of stockholders and until his successor is duly appointed and qualifies. Mr. Waye will serve on the Board’s Executive and Compensation Committees.

Mr. Waye is the sole member of Sigma Capital Partners, LLC, which is the sole member of Sigma Capital Advisors, LLC, which is the managing member of Sigma Opportunity Fund, LLC (“Sigma”). As previously disclosed in the Company’s Current Report on Form 8-K filed on June 19, 2006, the Company entered into and closed on a Common Stock and Warrant Purchase Agreement on June 14, 2006 pursuant to which it sold 500,000 shares of its common stock to Sigma at a purchase price of $2.00 per share (for an aggregate purchase price of $1,000,000) and issued warrants to Sigma to purchase 300,000 shares of common stock, at any time until June 14, 2010, at a purchase price of $2.00 per share. The form of the Common Stock Purchase Warrant issued to Sigma was filed as Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2006.

A copy of a press release issued by the Company on November 13, 2006 announcing Mr. Waye’s election to the Board is furnished herewith as Exhibit 99.1 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

Exhibit 99.1    Press release dated November 13, 2006 (furnished herewith)


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.
Date: November 14, 2006   By:  

/s/ Lawrence Rychlak

    Lawrence Rychlak
    Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit  

Description

99.1   Press release dated November 13, 2006 (furnished herewith)
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Avatech Solutions Elects Thom Waye to Board of Directors

BALTIMORE, MARYLAND – November 13, 2006 – Avatech Solutions, Inc. (OTCBB: AVSO.OB), the nationwide technology experts for design, engineering, and facilities management, today announced the election of Thom Waye, Managing Partner and founder of the Sigma Opportunity Fund, to Avatech’s board of directors.

Mr. Waye, age 41, founded the Sigma Opportunity Fund in 2003 and has more than 20 years of financial and operational experience within the technology, telecommunications, and healthcare sectors. Prior to forming Sigma, he was a Partner and Managing Director at ComVest Venture Partners, L.P., where he was primarily responsible for originating and structuring the fund’s operating company investments.

Before joining ComVest, Mr. Waye was with AIG Global Investment Corporation, a $10+ billion private equity group, where he had responsibility for fundraising and fund development. In addition, he previously led Motorola’s and Unisys’ New York based non-banking, financial services sales and marketing efforts.

“Thom’s unique combination of financial and business expertise will bring a valuable new perspective to our board of directors,” said Avatech Chairman W. James Hindman. “We look forward to his contributions as we work to expand Avatech’s national presence and take advantage of the many growth opportunities in our industry.”

Thom Waye commented, “Avatech has achieved strong top-line growth and has emerged as a leading design and engineering systems integrator in this space. Having recognized an opportunity for industry consolidation, Sigma is excited to partner with Avatech strategically and financially, helping it to increase shareholder value via organic growth and acquisitions. The recent Sterling acquisition includes opportunities for cross-selling services, and represents both an increase in core revenues and an important step toward achieving a more diversified, higher margin business.”

Mr. Waye holds an MBA in Accounting and Finance from the University of Chicago Graduate School of Business and a B.Sc. in Management Information Systems and Marketing from Syracuse University.

The addition of Mr. Waye brings the total number of Avatech’s board members to eight. He will serve on the board’s executive and compensation committees.

About Avatech Solutions

Avatech Solutions, Inc. (OTCBB:AVSO.OB) is the recognized leader in design and engineering technology with unparalleled expertise in design automation, data management, and process optimization for the manufacturing, engineering, building design, and facilities management markets. Headquartered in Owings Mills, Maryland, the company specializes in consulting, software systems integration and implementation, standards development and deployment, education, and technical support. Avatech is one of the largest integrators of Autodesk software worldwide and a leading provider of PLM solutions. The company’s clients include industry leaders from Fortune 500 and Engineering News Record’s Top 100 companies. Visit http://www.avatech.com for more information.

This press release contains forward-looking statements about the expectations, beliefs, plans, intentions, and strategies of Avatech Solutions, Inc. There are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. A description of risks and uncertainties attendant to Avatech and its industry, and other factors that could affect the Company’s financial


results, are included in its Securities and Exchange Commission filings, including, but not limited to, the annual report on Form 10-K for the fiscal year ending June 30, 2006 and other Securities and Exchange Commission filings. Investors and shareholders may obtain a free copy of the documents filed by Avatech Solutions, Inc. with the Commission at the Commission’s web site at www.sec.gov.

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