Unassociated Document
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
January
6, 2010 (December 31, 2009)
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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Second
Floor, 9 Lower Bridge Street, Chester, UK CH1 1RS
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: 011 44 124 431
1794
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):
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive
Agreement
Aftersoft Group, Inc. (“we,” “us,” and
“our”) had previously entered into a Consulting Agreement dated June 3, 2008
with Commonwealth Associates, LP (“Commonwealth”), and an Engagement Agreement
dated July 23, 2009, which, except to the extent described in the July 23, 2009
agreement, replaced the June 3, 2008 consulting agreement (the “Consulting
Agreements”), pursuant to which we retained Commonwealth on an exclusive basis
to provide certain financial advisory, consulting and investment banking
services to us and our subsidiaries or affiliates, as described
therein.
On December 31, 2009, we entered into a
letter agreement (the “Letter Agreement”) with Commonwealth, which terminated
the Consulting Agreements. Pursuant to the Letter Agreement, we
issued to Commonwealth warrants to purchase an aggregate of seven hundred
thousand (700,000) shares of our common stock, $0.0001 par value per share, at
an exercise price of $0.08 per share, for a period of five (5) years (the
“Warrants”). The number of shares issuable upon exercise of the
Warrants, and/or the applicable exercise prices, may be proportionately adjusted
in the event of any stock dividend, distribution, stock split, stock
combination, stock consolidation, recapitalization or reclassification or
similar transaction. The form of Warrants to be received by
Commonwealth are identical to the ones which they would have otherwise been
entitled to under the June 3, 2008 agreement. In consideration for
the Warrants, Commonwealth surrendered its right to receive any fees,
compensation or remuneration, including, but not limited to, unpaid past and/or
future monthly fees, M&A fees (as such term is defined in the Consulting
Agreement), success fees, and reimbursement of expenses, whether in cash, debt,
equity or any other form, to which it may be entitled under the terms of the
Consulting Agreements, including, but not limited to, in connection with any
services that Commonwealth has provided or may provide under the terms of the
Consulting Agreements, and any Transaction (as such term is defined in the
Consulting Agreement) which we have consummated or we may consummate in the
future.
A copy of
the Letter Agreement, with exhibits, is attached hereto as Exhibit
10.1.
The
foregoing summary of the terms of the Letter Agreement is qualified in its
entirety by reference to the complete document, a copy of which is attached
hereto as Exhibit 10.1.
Item
1.02 Termination of a Material Definitive
Agreement
Item
3.02. Unregistered Sales of Equity
Securities.
On
December 31, 2009, we issued the Warrants to Commonwealth. The holder
of the Warrants may, upon payment of the exercise price and upon the terms and
subject to the conditions set forth in the Warrants, purchase shares of our
common stock. A more detailed description of the Warrants pursuant to which
these securities were issued is set forth under Item 1.01 of this Current Report
on Form 8-K and is hereby incorporated into this Item 3.02 by
reference.
The
offering of the Warrants was not registered under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance upon the exemptions from the
registration requirements of the Securities Act set forth in Section 4(2)
thereof and/or Rule 506 of Regulation D promulgated thereunder. In this regard,
we relied on the representations of Commonwealth.
The
foregoing summary of the terms of the Warrants is qualified in its entirety by
reference to the complete Warrants, forms of which are attached to the Letter
Agreement.
Item
9.01 Financial Statements and
Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Letter
Agreement between Aftersoft Group, Inc. and Commonwealth Associates LP,
with exhibits.
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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:
January 6, 2010
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Aftersoft
Group, Inc.
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By:
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/s/
Ian
Warwick
Name:
Ian Warwick
Title:
Chief Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
|
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10.1
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Letter
Agreement between Aftersoft Group, Inc. and Commonwealth Associates LP,
with exhibits.
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