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): April 5, 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, 5^th 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 3.02 Unregistered sales of Equity Securities.

At the Special Meeting of Stockholders of Authentidate Holding Corp. (the “Company”) held on April 5, 2013, the stockholders of the Company approved the automatic conversion of the Company’s outstanding shares of Series C 15% Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”) into an aggregate of 3,551,541 shares of common stock. The number of shares of common stock issued upon conversion includes 1,051,541 shares of common stock issued in lieu of accrued but unpaid dividends on the Series C Preferred Stock.

The shares of the Company’s common stock s issued upon conversion of the Series C Preferred Stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

Lazarus Investment Partners, LLLP, which as of the record date for the special meeting, was the beneficial owner of approximately 23.8% of our common stock, was issued 1,420,616 shares of common stock upon conversion of the shares of Series C Preferred Stock held by it. Following the conversion of the shares of Series C Preferred Stock, the Company has outstanding an aggregate of 30,655,285 shares of common stock. The shares of common stock issued upon conversion are subject to the six month restriction on transferability as described by the Company in the supplement to the proxy statement dated March 22, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company reconvened its Special Meeting of Stockholders on April 5, 2013 in Berkeley Heights, New Jersey. Only stockholders of record as of the close of business on January 7, 2013 were entitled to vote at the Special Meeting. As of the record date, there were 27,047,293 shares of common stock of the company issued and outstanding. At the Special Meeting, 17,147,781 shares of common stock of the company were represented, in person or by proxy, constituting a quorum. The sole matters voted on by the stockholders were (1) the proposal for the conversion of the outstanding shares of Series C Preferred Stock into shares of common stock and (2) to authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. Holders of Series C Preferred Stock were not entitled to vote shares of common stock issued to them in the private placement the company consummated on October 13, 2010 or any shares of common stock received upon exercise of the warrants issued to them in such transaction (to the extent that any warrants are exercised prior to the record date) on the proposal considered at the Special Meeting. The results of the voting on this matter are set forth below.

1. The stockholders approved the proposal for the conversion of the outstanding shares of Series C Preferred Stock into shares of common stock by the following votes:

For		Against		Abstain		Broker Non-Votes
	15,012,626		615,165		19,990		—

2. The stockholders authorized the Company to adjourn the Special Meeting, if necessary, by the votes set forth below; however, as Proposal 1 was approved, the Company did not adjourn the Special Meeting.

For		Against		Abstain		Broker Non-Votes
	16,223,721		882,713		41,347		—

Item 8.01 Other Events.

On April 5, 2013, the Company issued a press release regarding the results of the voting of its stockholders at the special meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2

Exhibit No.	Description
99.1	Press Release of Authentidate Holding Corp.

3

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: April 8, 2013

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Authentidate Holding Corp.

5

EX-99.1

Exhibit 99.1

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

Conversion of Series C Preferred Stock into Common Stock

BERKELEY HEIGHTS, NJ – April 5, 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 at the company’s reconvened Special Meeting of Stockholders held on April 5, 2013, its stockholders approved the automatic conversion of the company’s outstanding shares of Series C 15% Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock converted into an aggregate of 3,551,541 shares of common stock, including 1,051,541 shares of common stock issued in lieu of accrued but unpaid dividends on the Series C Preferred Stock. The shares of common stock issued upon conversion are subject to a six month restriction on transferability as described in the company’s supplement to its proxy statement for the Special Meeting dated March 22, 2013.

Ben Benjamin, Chief Executive Officer of Authentidate, stated, “We appreciate the continued support of our stockholders in voting to convert these securities into common stock. The conversion of these preferred securities strengthens our balance sheet, allows us to conserve resources and helps us to move forward aggressively with our growth plans.”

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

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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