-----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, Kr1D/EHfdb0ReDbs5K1rI4WOwyGQpKwaZHt8trWkWvu+FiNGIC9w8VeGEOASRXX+ TdWgvuUYtwtoFvYR+QcHgQ== 0001193125-09-073355.txt : 20090406 0001193125-09-073355.hdr.sgml : 20090406 20090406113729 ACCESSION NUMBER: 0001193125-09-073355 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20190 FILM NUMBER: 09734233 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 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): March 31, 2009

 

 

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

 

COMMISSION FILE NUMBER: 0-20190

 

DELAWARE   14-1673067

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Connell Corporate Center

300 Connell Drive, 5th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700

(Registrant’s telephone number, including area code

 

 

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))

 

 

 


Item 8.01 Other Events.

On March 31, 2009, Authentidate Holding Corp. (the “Registrant”) entered into an agreement with CCM Master Qualified Fund, Ltd. (“CCM”), a holder of in excess of 5% of the Company’s outstanding common stock to repurchase 547,000 shares of common stock held by CCM for an aggregate purchase price of $147,690. In addition, four of the Company’s officers and directors executed similar agreements with CCM whereby such persons purchased an aggregate of 990,000 shares of the Company’s common stock for an aggregate purchase price of $272,250. The shares acquired by the Company’s affiliates are as follows: O’Connell Benjamin – 185,000 shares, William Marshall – 185,000 shares, John J. Waters – 370,000 shares, and J. David Luce, through an affiliated entity – 250,000 shares. These transactions were privately negotiated transactions among CCM, the Registrant and the other purchasers.

On April 6, 2009, the Registrant issued a press release announcing the transactions described herein. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)   

Exhibit No.

  

Description

   99.1    Press Release dated April 6, 2009

 

2


SIGNATURE

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.

 

AUTHENTIDATE HOLDING CORP.
By:  

/s/ O’Connell Benjamin

Name:   O’Connell Benjamin
Title:   President
Date:   April 6, 2009

 

3


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release dated April 6, 2009

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

For: Authentidate Holding Corp.

Investor Contacts:

Todd Fromer / Garth Russell

KCSA Strategic Communications

212-896-1215 / 212-896-1250

tfromer@kcsa.com / grussell@kcsa.com

FOR IMMEDIATE RELEASE

Authentidate Buys Back Shares of its Common Stock

- - -

Company acquires 547,000 shares of its common stock in buyback

- - -

Certain Authentidate board members and management team members purchase approximately

one million shares of company’s common stock

Berkeley Heights, NJ, April 6, 2009 — Authentidate Holding Corp. (Nasdaq: ADAT), a worldwide provider of secure Health Information Exchange and workflow management services, today announced that the company acquired 547,000 shares of its common stock from a large shareholder at a purchase price of $0.27 per share, representing a moderate discount to the 30-day trailing average closing price on the day, in a private transaction on March 31, 2009.

In addition, Ben Benjamin, President of Authentidate, Bill Marshall, CFO of Authentidate, and certain members of the company’s board of directors, purchased an additional 990,000 shares from the same large investor, at a purchase price of $0.275 per share.

In total, the purchases represent approximately 4% of the company’s common stock outstanding as of the filing of its most recent 10-Q with the SEC on February 10, 2009.

“The share purchases that were completed last week by the company and certain members of the board of directors and members of the management team underscores our confidence in the company’s business model,” said Mr. Benjamin. “We have made significant progress in identifying and addressing the needs of several large markets within the healthcare industry since I took over the role of president at Authentidate a little more than a year ago. Looking toward the year ahead, we are excited about the company’s prospects as we move forward with these programs.”

About Authentidate Holding Corp.

Authentidate Holding Corp. is a worldwide provider of secure Health Information Exchange and workflow management services. The company’s software and web-based services enable healthcare organizations and other enterprises to increase revenues, improve productivity and reduce costs by eliminating paper and manual work steps from clinical, administrative and other processes and enhancing compliance with regulatory requirements. The web-based services are delivered as Software as a Service (SaaS) to customers. These solutions incorporate rules-based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication and automated audit trails. Both web and fax based


communications are integrated into automated and trusted workflow solutions. The company has offices in the United States and Germany. In the United States, Authentidate offers its patent pending content authentication technology in the form of the United States Postal Service® Electronic Postmark® (EPM). For more information, visit the company’s website at www.authentidate.com

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect,” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of the company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the company’s ability to implement its business plan for various applications of its technologies, related decisions by the USPS, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the company or any other person that the objectives and plans of the company will be achieved.

Authentidate is a registered trademark of Authentidate Holding Corp. Inscrybe is a trademark of Authentidate Holding Corp. All other trade names are the property of their respective owners.

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