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 28, 2012
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
(Registrants 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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on March 9, 2012, Authentidate Holding Corp. (the Company) entered into a securities purchase agreement (the Purchase Agreement) and security agreement (the Security Agreement) with certain accredited investors pursuant to which the Company agreed to sell and issue to the investors an aggregate principal amount of $4,050,000 of senior secured promissory notes (the Notes) and common stock purchase warrants (the Warrants) to purchase a total of 6,044,766 shares of its common stock for gross proceeds of $4,050,000 (the Financing). On March 28, 2012, the Company entered into an amendment to the Security Agreement (the Amendment) with the holders of a majority of the Notes issued under the Purchase Agreement. Pursuant to the Amendment, the Company and the majority holders appointed a representative of the secured parties in order to facilitate the execution of certain administrative requirements under the security agreement, including the filing of financing statements. Among the investors that entered into the Amendment were J. David Luce, a member of the Companys board of directors, on behalf of three separate affiliated entities; John J. Waters, also a member of its board of directors; OConnell Benjamin, the Companys Chief Executive Officer and a member of its board of directors; William A. Marshall, the Companys Chief Financial Officer; and Lazarus Investment Partners LLLP, which is the beneficial owner of approximately 16.2% of the Companys outstanding shares of common stock. The manager of the general partner of Lazarus Investment Partners, LLLP, is the brother of Dr. Todd A. Borus, a member of our board of directors.
The description of terms and conditions of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the form of the Amendment, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Form of Amendment to Security Agreement |
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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/ OConnell Benjamin | |||
Name: | OConnell Benjamin | |||
Title: | Chief Executive Officer | |||
Date: March 30, 2012 |
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EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Form of Amendment to Security Agreement |
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Exhibit 10.1
AMENDMENT TO SECURITY AGREEMENT
This AMENDMENT TO SECURITY AGREEMENT (the Amendment) is entered into as of the 28th day of March 2012 (the Effective Date) by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the Company) and the undersigned holders of the Senior Secured Notes (the Secured Notes) sold and issued by the Company (each a Holder, and collectively, the Holders) to Holders pursuant to the Securities Purchase Agreement dated as of March 9, 2012 (the Purchase Agreement).
RECITALS:
A. The Company has issued $4,050,000 in aggregate principal amount of Secured Notes pursuant to the Purchase Agreement
B. The Companys obligations under the Secured Notes are secured by liens on the Companys assets pursuant to that certain Security Agreement, dated as of March 9, 2012, between the Company and the purchasers of the Secured Notes (the Security Agreement).
C. The Company desires to amend the Security Agreement to facilitate its compliance with certain terms and conditions thereof, as described below and the undersigned Holders (consisting, collectively, of the Holders of a Majority in Interest (as defined in the Security Agreement) (the Majority in Interest)), hereby agree to such amendments.
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Security Agreement, the Purchase Agreement and the Secured Notes, as applicable.
SECTION 2. Amendments to Security Agreement. The Security Agreement is hereby amended as follows:
2.1. Sections 2.2(a) and 2.2(b) of the Security Agreement are hereby amended and restated in their entirety as follows:
Section 2.2. Financing Statements; Further Assurances.
(a) The Secured Parties hereby: (i) designate Mr. Adam Robinson as the representative of the Secured Parties (the Representative) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
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(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Companys patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
SECTION 3. Effect of Amendment. This Amendment is effective as of the Effective Date and as of such date, (i) the applicable portions of this Amendment shall be a part of the Security Agreement, as amended hereby, and (ii) each reference in any Secured Note, Purchase Agreement or other document entered into in connection with the Purchase Agreement to the Security Agreement, hereof, hereunder, or words of like import, shall mean and be a reference to the Security Agreement as amended hereby. Except as expressly amended hereby, the Security Agreement shall remain unmodified and in full force and effect and is hereby ratified and confirmed by the parties hereto.
SECTION 4. Consent. Each of the Holders hereby consents to the terms of the amendments to the Security Agreement contained in this Amendment.
SECTION 5. Governing Law; Miscellaneous.
(a) This Amendment shall be governed by and construed in accordance with the laws of the state of New York without reference to principles of conflicts of law.
(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(c) This Amendment contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, both written and oral, with respect to its subject matter.
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WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the Effective Date.
AUTHENTIDATE HOLDING CORP. | ||
By: | /s/ OConnell Benjamin | |
Name: OConnell Benjamin | ||
Title: Chief Executive Officer |
COMPANY SIGNATURE PAGE TO AMENDMENT
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HOLDERS:
Lazarus Investment Partners, LLLP | Duke 83, LLC | |||||||
By: | /s/ Justin Borus |
By: | /s/ J. David Luce | |||||
Name: | Justin Borus | Name: | J. David Luce | |||||
Title: | Managing Member | Title: | ||||||
Principal Amount of Secured Notes: $1,000,000 | Principal Amount of Secured Notes: $1,010,000 | |||||||
MKA 79, LLC | Blue Devil Investments, Inc. | |||||||
By: | /s/ J. David Luce |
By: | /s/ J. David Luce | |||||
Name: | J. David Luce | Name: | J. David Luce | |||||
Title: | Title: | |||||||
Principal Amount of Secured Notes: $200,000 | Principal Amount of Secured Notes: $290,000 | |||||||
Adam Robinson | OConnell Benjamin | |||||||
By: | /s/ Adam Robinson |
By: | /s/ OConnell Benjamin | |||||
Name: | Adam Robinson | Name: | OConnell Benjamin | |||||
Title: | Title: | |||||||
Principal Amount of Secured Notes: $500,000 | Principal Amount of Secured Notes: $50,000 | |||||||
William A. Marshall | John Waters | |||||||
By: | /s/ William A. Marshall |
By: | /s/ John Waters | |||||
Name: | William A. Marshall | Name: | John Waters | |||||
Title: | Title: | |||||||
Principal Amount of Secured Notes: $50,000 | Principal Amount of Secured Notes: $150,000 |
SIGNATURE PAGE OF MAJORITY IN INTEREST TO AMENDMENT
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