UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(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): June 23, 2008
US DATAWORKS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-15835
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84-1290152
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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One Sugar Creek Blvd., 5
th
Floor
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Sugar Land, Texas
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77478
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(Address of principal executive offices)
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(Zip Code)
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(281) 504-8000
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
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Item 2.04.
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Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
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This
Amendment No. 1 to Form 8-K amends and supplements the Forms 8-K of US
Dataworks, Inc. (the “Company”) dated June 13, 2008 and
June 23, 2008.
On
June 13, June 17 and June 23, 2008, the Company received letters
from Highbridge International LLC (“Highbridge”), Cranshire Capital, LP (“Cranshire”) and
Castlerigg Master Investments Ltd. (“Castlerigg”), respectively, each purporting to be an Event of
Default Redemption Notice (the “Notices”) pursuant to the Senior Secured Convertible Note due
November 13, 2010 (the
“Notes”) issued to Highbridge, Cranshire and Castlerigg
(collectively, the “Investors”). Pursuant to the Notices, Highbridge, Cranshire and Castlerigg each demanded that we
redeem the Notes as a price equal to the Conversion Amount (as defined in the Notes) multiplied by
the Redemption Premium of 125%. 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 18, June 19 and June 26, 2008, the Company informed Highbridge, Cranshire and
Castlerigg 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 Notes, and requested that
Highbridge, Cranshire and Castlerigg each immediately withdraw their
respective Notices.
The
Company informed the Investors that Section 4(a)(i) of the Note 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 Investors prevents
the sale of shares of the Company’s common stock issuable upon
conversion of the Notes and exercise of the Warrants (the
“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, the Company informed the
Investors that there is no Event of
Default pursuant to Section 4(a)(i) of the Notes.
On
July 15, 2008, the Company gave notice to the Investors of
their respective
rights of optional redemption of the Notes on August 13, 2008. On July 16, 2008, the Company received optional redemption
notices from Castlerigg and Cranshire.
The
issue of whether or not an Event of Default has occurred and whether
or not the Investors are entitled to the remedies described above
are in dispute, and the dispute with the Investors is subject to
change. The Company believes it has meritorious defenses against the
assertions and demands made by the Investors. However, the Company
cannot assure you regarding the outcome of this dispute. Regardless of the outcome, this dispute
may be time-consuming and expensive and could divert
management’s attention from the Company’s business.
The foregoing contains forward-looking statements regarding the purported event of default and
the Company’s ability to defend against the Investors’ assertions and demands. Statements regarding future
events are based on the Company’s current expectations and are
necessarily subject to risks and uncertainty including risks related
to, among other things, the Company’s ability to successfully
defend its position with respect to the Notes. Actual
results may differ materially from those in the forward-looking statements. For information
regarding other factors that could cause the Company’s results to vary from expectations, please
see the “Risk Factors” section of the Company’s filings with the Securities and Exchange
Commission, including its most recent annual report on Form 10-KSB. The Company undertakes no
obligation to revise or update publicly any forward-looking statements.
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