-----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, MzfB0RxWhufESg2JzAJyzlMuhE0H5fOfyJ4mbYElQxVNBSv0pvPmN0WYASQS2Is7 nbdbOTpAghymWGMk404FPQ== 0001188112-07-002850.txt : 20070918 0001188112-07-002850.hdr.sgml : 20070918 20070918164012 ACCESSION NUMBER: 0001188112-07-002850 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070814 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070918 DATE AS OF CHANGE: 20070918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTWAVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000897078 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581588291 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21202 FILM NUMBER: 071122824 BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY RD STREET 2: STE 1000 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7704311200 MAIL ADDRESS: STREET 1: 2859 PACES FERRY RD STREET 2: STE 1000 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: BROCK INTERNATIONAL INC DATE OF NAME CHANGE: 19960227 FORMER COMPANY: FORMER CONFORMED NAME: BROCK CONTROL SYSTEMS INC DATE OF NAME CHANGE: 19930208 8-K/A 1 t15428_8ka1.htm FORM 8-K AMENDMENT NO. 1 FORM 8-K Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM 8-K/A
Amendment No. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
___________________

Date of Report (Date of earliest event reported):  August 14, 2007

___________________
FIRSTWAVE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)

Georgia
(State or other jurisdiction
of incorporation)
 
0-21202
(Commission File Number)
 
58-1588291
(I.R.S. Employer
Identification No.)


7000 Central Parkway NE
Suite 330
Atlanta, GA 30328
(Address of principal executive offices)


678-672-3100
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
 
 
 
 
 
 
 
 

EXPLANATORY NOTE

This Amendment No. 1 to the Form 8-K filed on August 16, 2007 amends the filed Form 8-K by adding the following Item 3.02. The information contained in the first paragraph of this Item 3.02 was included in the Press Release filed as Exhibit 99.1 to the original Form 8-K.

ITEM 3.02 Unregistered Sales of Equity Securities
 
    On August 13, 2007, Firstwave entered into Amendment #1 (the “ListK Amendment”) to the Agreement with ListK LLC dated May 31, 2006. The ListK Amendment continues Firstwave’s right to use ListK’s marketing lists, custom marketing list generation capabilities, and email delivery capabilities in exchange for a royalty and services prepayment of $625,000 payable in 300,000 shares of unregistered Firstwave common stock at a fair market value of $2.00 per share and $25,000 in cash. Firstwave has no future performance commitments regarding the prepayment.

    The shares were issued in reliance upon exemptions from registration pursuant to Sections 3(b) and 4(2) of the Securities Act of 1933 (the “Securities Act”) and the regulations promulgated thereunder.  The recipient of the shares represented to Firstwave that the recipient was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act.

 

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 hereunto duly authorized.
 

 
FIRSTWAVE TECHNOLOGIES, INC.
 
 
 
 
 
 
 Date: September 18, 2007
By:  /s/ Richard T. Brock
 
       Richard T. Brock
 
       Chief Executive Officer
 
       Principal Accounting Officer



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