- Current report filing (8-K)
06 March 2009 - 9:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
February 27, 2009
ViewCast.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-29020
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75-2528700
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(Commission File Number)
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(IRS Employer Identification No.)
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3701 W. Plano Parkway, Suite 300
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Plano, Texas
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75075-7840
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 488-7200
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 obligation 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
First Amendment to Warrant to Purchase Common Stock
On February 27, 2009, ViewCast.com, Inc. (the Company) entered into the First Amendment to
Warrant to Purchase Common Stock (the Amendment) by and between the Company and the Ardinger
Family Partnership, Ltd., a Texas limited partnership (the Ardinger Family Partnership). The
Amendment amends the Warrant to Purchase Common Stock, dated December 11, 2006, issued by the
Company to the Ardinger Family Partnership (the Warrant). The general partner of the Ardinger
Family Partnership is H.T. Ardinger, Jr., former Chairman of the Board of the Company and the
Companys largest stockholder.
Pursuant to the Amendment, the Company agreed to reduce the per share Warrant exercise price
to the average closing price for the five consecutive trading days ending on February 27, 2009 on
the Over-The-Counter Bulletin Board in exchange for the Ardinger Family Partnership agreeing to
exercise the Warrant on or prior to March 5, 2009. The reduced exercise price was $0.376. A copy
of the Amendment is attached as
Exhibit 10.1
to this report on Form 8-K and incorporated
herein by reference.
Asset Purchase Agreement
On March 5, 2009, the Company entered into an Asset Purchase Agreement (the Purchase
Agreement) by and between the Company and Ancept Media Server, LLC, a Minnesota limited liability
company (Ancept), pursuant to which the Company has agreed to acquire certain assets related to
the development and licensing of software products that provide the management of the life cycle
phases of digital media (the Ancept Assets). Upon the terms and subject to the conditions of the
Purchase Agreement, as consideration for the Ancept Assets, the Company has agreed to (i) pay to
Ancepts lender $1,000,000 in cash, (ii) pay to Ancept $170,000 in cash, less any holdback amount
based on the difference in collected accounts receivables and deferred revenue, (iii) issue to
Ancept $400,000 in Company common stock and (iv) assume specified liabilities related to the Ancept
Assets. The number of shares of Company common stock to be issued to Ancept at the Closing will be
the next higher whole number of shares determined by dividing $400,000 by a value per share based
on the weighted average closing price of the Companys common stock for the ten trading days
immediately prior to the Closing. In addition, in the event that the Company enters into certain
key contracts with either International Business Machines Corp. or Cisco Systems, Inc. to
redistribute or resell in volume certain Ancept products by the second anniversary of the closing
of the transaction (the Closing), the Company would be required to issue $100,000 of additional
shares of the Companys common stock to Ancept, with a value per share based on the weighted
average closing price of the Companys common stock for the ten trading days immediately prior to
finalizing such agreement. Further, Ancept will be eligible to receive an earn-out amount equal to
5% of the Companys net revenue relating solely to certain business related to the Ancept Assets
that is in excess of $2,000,000 for each of the two years following the Closing.
The Purchase Agreement includes customary representations, warranties and covenants, as well
as covenants requiring Ancept not to solicit certain employees of the Company or to compete with
the Company in certain products or services related to the digital media business for a period of
three years following the Closing. Subject to certain limitations, each party has agreed to
indemnify the other for breaches of representations, warranties and covenants.
In connection with the transaction, the Company has agreed to offer employment to
approximately 13 of Ancepts employees and consultants.
Consummation of the transaction is subject to the satisfaction of customary closing
conditions, including, among other matters (i) execution and delivery of specified ancillary
documents, (ii) accuracy of the representations and warranties and compliance with the covenants
set forth in the Purchase Agreement, each in all material respects, (iii) absence of any material
adverse effect on Ancepts business and (iv) acceptance of employment with the Company by certain
of Ancepts employees and consultants. The Purchase Agreement may be terminated by mutual
agreement of the parties. In addition, either party may terminate the Purchase Agreement, subject
to certain exceptions, in the event the other party has failed to satisfy certain conditions, or if
satisfaction of any such condition is or becomes impossible, in each case as of March 13, 2009, or
if the Closing has not occurred by March 13, 2009.
Item 3.02 Unregistered Sales of Equity Securities.
As set forth under Item 1.01 of this report on Form 8-K (and as incorporated by reference
under this Item 3.02), the Company issued the Warrant to the Ardinger Family Partnership on
December 11, 2006 to purchase up to 2,500,000 shares of Company common stock. On February 27,
2009, the Company and the Ardinger Family Partnership entered into the Amendment whereby the
Company agreed to reduce the per share Warrant exercise price to the average closing price for the
five consecutive trading days ending on February 27, 2009 on the Over-The-Counter Bulletin Board
and the Ardinger Family Partnership agreed to exercise the Warrant on or prior to March 5, 2009.
The new exercise price was $0.376. On March 5, 2009, the Ardinger Family Partnership exercised the
Warrant. The Ardinger Family Partnership paid $940,000 for 2,500,000 shares of Company common
stock.
The Company relied on the exemption from federal registration under Rule 506 promulgated
pursuant to the Securities Act of 1933, as amended (the Securities Act), since the Ardinger
Family Partnership is an accredited investor as defined under Rule 501 promulgated pursuant to
the Securities Act.
As set forth under Item 1.01 of this report on Form 8-K (and as incorporated by reference
under this Item 3.02), in connection with the acquisition of the Ancept Assets, the Company shall
issue $400,000 of Company common stock to Ancept at the Closing. In addition, in the event that
the Company enters into certain key contracts by the second anniversary of the Closing, the Company
would be required to issue $100,000 of additional shares of the Companys common stock to Ancept,
with a value per share as set forth under Item 1.01. The transfer of the common stock to Ancept
will be made in reliance upon the exemption from federal registration under Rule 506 promulgated
under the Securities Act, since Ancept is an accredited investor as defined under Rule 501
promulgated pursuant to the Securities Act.
Item 9.01 Financial Statements and Exhibits.
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10.1
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First Amendment to Warrant to Purchase Common Stock by and
between
ViewCast.com, Inc. and Ancept Media Server, LLC, dated February 27,
2009.
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SIGNATURES
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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VIEWCAST.COM, INC.
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Date: March 5, 2009
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By:
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/s/ Laurie L. Latham
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Laurie L. Latham, Chief Financial 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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First Amendment to Warrant to Purchase Common Stock by and between
ViewCast.com, Inc. and Ancept Media Server, LLC, dated February 27,
2009.
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