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): July 29, 2009 (August 4,
2009)
US DATAWORKS,
INC.
(Exact
name of registrant as specified in its charter)
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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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(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)
(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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o
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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
1.01 Entry into a Material Definitive Agreement
(a)
As previously reported in the Company’s Annual Report on Form 10-K for the
fiscal year ended March 31, 2009, in partial consideration of certain loan
amendments entered into on June 26, 2009, the Company agreed to issue to the
lenders (Charles E. Ramey, the Company’s Chairman and CEO, and John L.
Nicholson, an outside director of the Company) warrants to acquire 1,854,141
shares of the Company’s common stock at an exercise price of $0.43 per share,
with such warrants to be subject to the additional provisions of written
agreements to be negotiated between the Company and the
lenders. Pursuant to the foregoing, on July 29, 2009, the Company and
the lenders entered into those certain US Dataworks, Inc. Common Stock Purchase
Warrants (the “Warrants”). The terms and conditions of the Warrants
include the following:
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(1)
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The
Warrants will be exercisable at any time prior to June 26,
2014.
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(2)
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The
Warrants may be exercised in a “cashless exercise” at the Company’s
option.
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(3)
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The
Warrants will have no adjustments to the exercise price or the number of
shares underlying the Warrants except for certain adjustments for stock
splits, reverse splits, stock dividends, recapitalizations and the
like.
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(4)
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The
Warrants provide that in the event of a fundamental transaction (such as a
merger, sale of substantially all assets, tender offer or other business
combination) in which the stockholders of the Company become entitled to
receive securities, cash or other assets with respect to their common
stock, the Warrants will convert into the right to receive such
securities, cash and other assets upon exercise of the
Warrants.
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(5)
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The
Warrants provide that the holders of the Warrants will not be deemed to be
stockholders of the Company for any purpose unless and until the Warrants
are exercised.
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(6)
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The
Warrants will not be transferable until the earlier of (i) the associated
loans being paid in full or (ii) an event of default occurring under such
loans.
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The
foregoing description of the Warrants is qualified in its entirety by reference
to the Warrants, copies of which are attached to this Current Report as exhibits
and incorporated herein by reference.
The
Warrants were issued under the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, in that the issuance of the
Warrants was a transaction by the Company not involving a public
offering. Facts supporting the applicability of this exemption
include that (i) the lenders receiving the Warrants are Company insiders and are
sophisticated, knowledgeable and experienced investors, (ii) the Warrants were
issued through direct negotiations and did not involve general solicitation,
(iii) the lenders receiving the Warrants have represented to the Company in
writing that they are acquiring the Warrants and, upon exercise of the Warrants,
will acquire the securities underlying the Warrants, for their own account
and not with a view to the resale or distribution thereof and (iv)
the lenders receiving the Warrants have agreed in writing that the Warrants are
not transferrable except in certain circumstances discussed above and that the
Warrants (and the securities underlying the Warrants) will be transferred only
in strict compliance with Rule 144.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information provided under Item
1.01 is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The information provided under Item
1.01 is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
(c) As previously announced by the
Company in a press release dated July 30, 2009, on July 29, 2009, the Board of
Directors of the Company appointed Randall J. Frapart to serve as the Company’s
Chief Financial Officer with such appointment to be effective as of July 15,
2009. A copy of the press release announcing Mr. Frapart’s
appointment is attached to this Current Report as an exhibit and incorporated
herein by reference.
Prior to joining the Company, Mr.
Frapart, age 51, served as Chief Financial and Chief Operating Officer of
Plumgood Food, LLC, an online grocer providing the ordering and delivery of
groceries from March 2008 to December 2008. From January 2006 to December 2007,
Mr. Frapart served as Executive Vice President and Chief Financial Officer of
ForeFront Holdings Inc, a publicly traded global golf accessory company. From
September 2002 until December 2005, Mr. Frapart served as Senior Vice President
and Chief Financial Officer of HyperFeed Technologies, Inc., a publicly traded
provider of software, which provides ticker plant and smart order routing
technologies and managed services to exchanges, hedge funds and other financial
institutions. Mr. Frapart served as Chief Financial Officer and later as Chief
Executive Officer of Cyvent Technologies, a software and consulting company
serving large health insurers, from April 1995 to July 2001. Mr. Frapart began
his career at KPMG in Chicago, where he held various positions in the
Information, Communication and Entertainment Assurance practice for over 12
years. Mr. Frapart received his B.S. in Accounting from Washington University in
St. Louis, has his MBA in Management from the University of Texas and is a
certified public accountant.
Mr. Frapart and the Company are
currently in negotiations concerning the compensation and other arrangements
that will be entered into in connection with the appointment of Mr. Frapart as
the Company’s Chief Financial Officer.
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Item 9.01.
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Financial
Statements and Exhibits
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10.
1 US Dataworks,
Inc. Common Stock Purchase Warrant issued on July 29, 2009 but effective as of
June 26, 2009 by and between U.S. Dataworks, Inc. and Charles E.
Ramey.
10.
2 US Dataworks,
Inc. Common Stock Purchase Warrant issued on July 29, 2009 but effective as of
June 26, 2009 by and between U.S. Dataworks, Inc. and John L.
Nicholson.
99.1 Press
release dated July 30, 2009 announcing the appointment of Randall J. Frapart as
the Company’s Chief Financial Officer.
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.
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Dated:
August 4, 2009
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US
DATAWORKS, INC.
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By:
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/s/ Charles E. Ramey
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Charles
E. Ramey
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.
1
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US
Dataworks, Inc. Common Stock Purchase Warrant issued on July 29, 2009 but
effective as of June 26, 2009 by and between U.S. Dataworks, Inc. and
Charles E. Ramey.
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10.
2
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US
Dataworks, Inc. Common Stock Purchase Warrant issued on July 29, 2009 but
effective as of June 26, 2009 by and between U.S. Dataworks, Inc. and John
L. Nicholson.
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99.1
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Press
release dated July 30, 2009 announcing the appointment of Randall J.
Frapart as the Company’s Chief Financial
Officer.
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