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
December
1, 2008 (November 24, 2008)
Date
of
Report (Date of earliest event reported)
AFTERSOFT
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-27083
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84-1108035
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Regus
House, Herons Way, Chester Business Park
Chester,
UK CH4 9QR
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: 011
44 124 489 3138
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
5.01. Change in Control of Registrant.
On
November 24, 2008 (the “Dividend Distribution Date”), Auto Data Network, Inc.
(“ADNW”), the former parent of Aftersoft Group, Inc. (“Aftersoft”), distributed
a dividend of the 71,250,000 shares of Aftersoft common stock that ADNW owned
at
such time in order to complete the previously announced spin-off of Aftersoft’s
businesses. The dividend shares were distributed in the form of a pro rata
dividend to the holders of record as of November 17, 2008 (the “Record Date”) of
ADNW’s common and convertible preferred stock. Each holder of record of shares
of ADNW common and preferred stock as of the close of business on the Record
Date was entitled to receive 0.6864782 shares of Aftersoft's common stock for
each share of common stock of ADNW held at such time, and/or for each share
of
ADNW common stock that such holder would own, assuming the convertible preferred
stock owned on the Record Date was converted in full.
Due
to
the nature of the dividend distribution, the ex-dividend date was set by NASDAQ
as Tuesday, November 25, 2008, one day following the Dividend Distribution
Date.
No consideration was paid by any ADNW shareholder to receive the distribution
of
the dividend shares. Only whole shares were delivered to ADNW shareholders,
so
any resulting fractional shares in calculating the dividend were rounded up
to
the nearest whole number, which rounding up resulted in the issuance of an
aggregate additional amount of approximately 8,247 shares.
As
a
result of Aftersoft’s ownership of certain ADNW securities, Aftersoft received
approximately 13,965,295 shares of its own common stock in connection with
the
dividend distribution.
Prior
to
the spin-off, ADNW owned approximately 77% of Aftersoft’s issued and outstanding
common stock. Subsequent to and as a result of the spin-off, Aftersoft is no
longer a subsidiary of ADNW.
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.
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Dated:
December 1, 2008
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Aftersoft
Group, Inc.
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By:
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/s/
Ian Warwick
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Name:
Ian Warwick
Title:
Chief Executive Officer
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