UDW US Dataworks,

 

 

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): June 13, 2008

US DATAWORKS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-15835		84-1290152
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer
Incorporation)				Identification Number)

One Sugar Creek Blvd., 5 th Floor
Sugar Land, Texas			77478
(Address of principal executive offices)			(Zip Code)

   (281) 504-8000 
including area code)

N/A

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 2.04.		Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     On June 13 and June 17, 2008, US Dataworks, Inc. (the “Company”) received a letter from Highbridge International LLC (“Highbridge”) and Cranshire Capital, LP (“Cranshire”), respectively, each purporting to be an Event of Default Redemption Notice (the “Notices”) pursuant to the Senior Secured Convertible Note due November 13, 2010 issued to certain Investors, including Highbridge and Cranshire (the “Notes”). According to the Notices, the purported Event of Default was the Company’s failure to have a registration statement for the resale of the shares of the Company’s common stock issuable upon conversion of the Notes and upon exercise of the Warrants issued in connection with the Notes declared effective by May 12, 2008.

     On June 19, 2008, the Company informed both Highbridge and Cranshire that, for the reasons set forth below, the Notices were defective because there is no Event of Default pursuant to Section 4(a)(i) of the Note, and requested that Highbridge and Cranshire each immediately withdraw their respective Notice.

     Section 4(a)(i) of the Notes assumes that the absence of a Registration Statement required pursuant to the Registration Rights Agreement, dated as of November 13, 2007 (the “Registration Rights Agreement”), by and among the Company and the buyers signatory thereto, including Highbridge and Cranshire, prevents the sale of Registrable Securities. As Section 3(a) of the Registration Rights Agreement makes clear, however, a Registration Statement is not necessary if the Registrable Securities can be sold pursuant to Rule 144. Since the Investors are able to sell the Registrable Securities pursuant to Rule 144, there is no need for such a Registration Statement under the Registration Rights Agreement. Accordingly, there is no Event of Default pursuant to Section 4(a)(i) of the Note.

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.

     Dated: June 19, 2008

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