0001193125-13-087797.txt : 20130301 0001193125-13-087797.hdr.sgml : 20130301 20130301163041 ACCESSION NUMBER: 0001193125-13-087797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130227 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130301 DATE AS OF CHANGE: 20130301 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: 13658190 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 d495365d8k.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): February 27, 2013

 

 

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 February 27, 2013, Authentidate Holding Corp. (the “company”) reconvened its previously adjourned special meeting of common stockholders and, without conducting any business, further adjourned the special meeting until April 5, 2013, at 10:00 a.m. at the company’s corporate headquarters, located at Connell Corporate Center, 300 Connell Drive, 5th Floor, Berkeley Heights, New Jersey 07922. The record date for stockholders entitled to vote at the special meeting remains January 7, 2013. The special meeting is being further adjourned to continue to provide the company with additional time to solicit proxies from its stockholders to establish the requisite quorum for the conduct of business at the special meeting. A majority of the company’s shares of common stock outstanding at the close of business on the record date of January 7, 2013 and entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, to establish a quorum. As of February 27, 2013, approximately 24 percent of the Company’s outstanding common shares have been voted in connection with the proposals to be considered at the special meeting.

On March 1, 2013, the company issued a press release announcing the adjournment of the meeting and a copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.

Important Additional Information Filed With The SEC

Authentidate has filed a proxy statement with the Securities and Exchange Commission (the “SEC”) pursuant to which Authentidate’s board of directors is soliciting proxies in connection with seeking stockholder approval of the conversion of its Series C Convertible Redeemable Preferred Stock. Investors and security holders are urged to read the proxy statement and other relevant documents filed with the SEC because they contain important information. Authentidate filed the proxy statement with the SEC on January 16, 2013 and disseminated the proxy statement to its stockholders on or about January 16, 2013. Security holders may obtain a free copy of the proxy statement and other documents filed by Authentidate at the SEC’s web site at http://www.sec.gov. The proxy statement and other documents may also be obtained free of charge by contacting Authentidate at marketinggroup@authentidate.com or by telephone: (908) 787-1700.

Participants In The Solicitation

Authentidate and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposal to be considered at the special meeting. Information regarding such executive officers and directors is included in Authentidate’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on September 28, 2012, which is available free of charge at the SEC’s web site at http://www.sec.gov and by contacting Authentidate at the contact information set forth above. Certain executive officers and/or directors of Authentidate may have interests in the transaction that may differ from the interests of Authentidate’s stockholders generally. These interests are described in the proxy statement for the special meeting filed with the SEC.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of Authentidate Holding Corp.

 

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:   Chief Executive Officer and President

Date: March 1, 2013

 

3


EXHIBIT INDEX

 

Exhibit
No.

   Description
99.1    Press Release of Authentidate Holding Corp.

 

4

EX-99.1 2 d495365dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

For: Authentidate Holding Corp.

Investor Contacts:

Robert Schatz

Wolfe Axelrod Weinberger Assoc. LLC

(212) 370-4500; (212) 370-4505 fax

Authentidate Holding Corp. Announces

Further Adjournment of Special Meeting of Stockholders

BERKELEY HEIGHTS, NJ – March 1, 2013 — Authentidate Holding Corp. (Nasdaq: ADAT), a provider of secure web-based software applications and telehealth products and services for healthcare organizations, today announced that on February 27, 2013 it reconvened its previously adjourned Special Meeting of Stockholders and that the Special Meeting has been further adjourned until 10:00 a.m., local time on April 5, 2013. The Special Meeting on the new adjournment date will be held at the company’s corporate headquarters, located at Connell Corporate Center, 300 Connell Drive, 5th Floor, Berkeley Heights, New Jersey 07922. The record date for stockholders entitled to vote at the Special Meeting remains January 7, 2013.

The meeting is being further adjourned to provide the company with additional time to solicit proxies from its stockholders to establish the requisite quorum for the conduct of business at the Special Meeting of Stockholders. A majority of the company’s shares of common stock outstanding at the close of business on the record date of January 7, 2013 and entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, to establish a quorum. As of February 27, 2013, approximately 24 percent of the Company’s outstanding common shares have been voted in connection with the proposals to be considered at the special meeting.

The company encourages those stockholders that held shares as of the record date of the Special Meeting to vote their shares on the proposals. If a stockholder has previously submitted its proxy card and does not wish to change its vote, no further action is required by such stockholder. If a stockholder would like to vote or change its vote, please refer to the instructions provided in Authentidate’s proxy statement dated January 16, 2013, which is available at www.sec.gov or at www.cstproxy.com/authentidate/sm2013.

About Authentidate Holding Corp.

Authentidate Holding Corp. is a provider of secure web-based software applications and telehealth products and services that enable healthcare organizations to coordinate care for patients and enhance related administrative and clinical workflows. Authentidate’s products and services enable healthcare organizations to increase revenues, reduce costs and enhance patient care by eliminating paper and manual work steps from clinical and administrative processes. Authentidate’s telehealth solutions combine patient vital signs monitoring with a web application that streamlines patient care management. Delivered as Software as a Service (SaaS), customers only require an Internet connection and web browser to access our web-based applications thereby utilizing previous investments in systems and technology. The company’s healthcare customers and users include leading homecare companies, health systems, physician groups and governmental entities. These organizations utilize the company’s products and services to coordinate care for patients outside of acute-care.

For more information, visit the company’s website at www.authentidate.com

Important Additional Information Filed With The SEC

Authentidate has filed a proxy statement with the Securities and Exchange Commission (the “SEC”) pursuant to which Authentidate’s board of directors is soliciting proxies in connection with seeking stockholder approval of the conversion of its Series C Convertible Redeemable Preferred Stock. Investors and security holders are urged to read the proxy statement and other relevant documents filed with the SEC because they contain important information. Authentidate filed the


proxy statement with the SEC on January 16, 2013 and disseminated the proxy statement to its stockholders on or about January 16, 2013. Security holders may obtain a free copy of the proxy statement and other documents filed by Authentidate at the SEC’s web site at http://www.sec.gov. The proxy statement and other documents may also be obtained free of charge by contacting Authentidate at marketinggroup@authentidate.com or by telephone: (908) 787-1700.

Participants In The Solicitation

Authentidate and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposal to be considered at the special meeting. Information regarding such executive officers and directors is included in Authentidate’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on September 28, 2012, which is available free of charge at the SEC’s web site at http://www.sec.gov and by contacting Authentidate at the contact information set forth above. Certain executive officers and/or directors of Authentidate may have interests in the transaction that may differ from the interests of Authentidate’s stockholders generally. These interests are described in the proxy statement for the special meeting filed with the SEC.

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, 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 and Inscrybe are registered trademarks of Authentidate Holding Corp. All other trade names are the property of their respective owners.

###

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