Unassociated Document
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
July
6, 2007 (July 2, 2007)
Date
of
Report (Date of earliest event reported)
AFTERSOFT
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-27083
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84-1108035
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
Savannah
House, 11-12 Charles II Street
London,
UK SW1Y 4QU
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 011
44 207 451 2468
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
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))
Item
1.01. Entry
into a Material Definitive Agreement.
Private
Placement
On
July
2, 2007, Aftersoft Group, Inc. (the “Company”) consummated a private placement
of $2,500,000, or
5,208,333 Units consisting of (i) one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and (ii) a six-year
warrant to purchase a total of 5,208,333 shares of the Company’s Common Stock at
an exercise price of $1.00 per share (the “Warrant,” and the shares issuable
upon exercise of the Warrant referred to herein as the “Warrant
Shares”). W. Quillen Securities (the “Placement Agent”) served as
placement agent for the transaction.
In
connection with the transaction, the Placement Agent received a cash payment
of
its commission of $200,000, and a Warrant to purchase 260,417 shares of the
Company’s Common Stock (equal to 5% of the amount of Units sold in the offering)
on the same terms as the Warrants in the transaction.
This
transaction is the first closing in an offering of up to $10,000,000 of the
Units that will continue through August 31, 2007.
The
Company plans to use the net proceeds from the offering for general corporate
purposes and to cover certain obligations.
The
offering of the Units was not registered under the Securities Act of 1933,
as
amended (the “Securities Act”), but was made in reliance upon the exemptions
from registration requirements of the Securities Act set forth in Section 4(2)
thereof and Rule 506 of Regulation D promulgated thereunder, insofar as such
securities were issued only to “accredited investors” within the meaning of Rule
501 of Regulation D.
A
copy of
the form of Securities Purchase Agreement entered into by the Company and each
investor is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. A copy of the form of Warrant received by each investor is attached
hereto as Exhibit 10.2 and is incorporated herein by reference.
Registration
Rights
The
Company also granted the investors certain registration rights with respect
to
the shares of Common Stock comprising the Units, including the Warrant Shares.
Pursuant to a Registration Rights Agreement (the “Registration Rights
Agreement”) between the Company and each investor, the Company is obligated to
prepare and file a registration statement with the Securities and Exchange
Commission no later than 30 days after the date that is six (6) months following
the later of: (i) the closing of this transaction, or (ii) the date that the
registration statement on Form SB-2 filed by the Company (File No. 333-140758)
is declared effective by the SEC. The Company is also obligated to use its
best
efforts to cause the registration
statement to become effective within 120 days after it has been filed.
Under
certain circumstances, including in the event of failure by the Company to
file
the registration statement or have it declared effective within the time frames
set forth in the Registration Rights Agreement, the Company will be obligated
to
pay certain liquidated damages to the investors.
A
copy of
the form of Registration Rights Agreement is attached hereto as Exhibit 10.3
and
is incorporated herein by reference.
The
foregoing summary of the transactions described above and the securities issued
by the Company in connection therewith is qualified in its entirety by reference
to the definitive transaction documents, copies of which are attached as
exhibits to this Current Report on Form 8-K.
Item
3.02 Unregistered
Sales of Equity Securities.
On
July
2, 2007, Aftersoft Group, Inc. (the “Company”) consummated a private placement
of $2,500,000, or
5,208,333 Units consisting of (i) one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and (ii) a six-year
warrant to purchase a total of 5,208,333 shares of the Company’s Common Stock at
an exercise price of $1.00 per share (the “Warrant,” and the shares issuable
upon exercise of the Warrant referred to herein as the “Warrant
Shares”). W. Quillen Securities (the “Placement Agent”) served as
placement agent for the transaction.
This
transaction is the first closing in an offering of up to $10,000,000 of the
Units that will continue through August 31, 2007. The
Company plans to use the net proceeds from the offering for general corporate
purposes and to cover certain obligations.
The
offering of the Units was not registered under the Securities Act of 1933,
as
amended (the “Securities Act”), but was made in reliance upon the exemptions
from registration requirements of the Securities Act set forth in Section 4(2)
thereof and Rule 506 of Regulation D promulgated thereunder, insofar as such
securities were issued only to “accredited investors” within the meaning of Rule
501 of Regulation D.
A
copy of
the form of Securities Purchase Agreement entered into by the Company and each
investor is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. A copy of the form of Warrant received by each investor is attached
hereto as Exhibit 10.2 and is incorporated herein by reference. A more detailed
description of the transaction may be found under Item 1.01. Entry Into A
Material Definitive Agreement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
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Form
of Securities Purchase Agreement.
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10.2
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Form
of Common Stock Purchase Warrant.
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10.3
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Form
of Registration Rights Agreement.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
Dated:
July 6, 2007
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AFTERSOFT
GROUP, INC.
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By:
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/s/
Ian Warwick
Name:
Ian Warwick
Title:
Chief Executive Officer
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EXHIBIT
INDEX
EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Form
of Securities Purchase Agreement.
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10.2
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Form
of Common Stock Purchase Warrant.
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10.3
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Form
of Registration Rights Agreement.
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