SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 29, 2000
OBJECTSOFT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10751 22-3091075
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Continental Plaza III, 433 Hackensack Avenue, Hackensack, NJ 07601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 343-9100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 29, 2000, the Company sold 122.5 shares of the Company's
Series H Preferred Stock having a stated value of $10,000 per share (the
"Preferred Shares") to several accredited investors pursuant to the terms of a
Convertible Preferred Stock Purchase Agreement (the "Agreement"). The total
purchase price for the Preferred Shares was $1,225,000, consisting of (i) the
contribution of $1,025,000 of loans previously made to the Company and (ii)
$200,000 in additional cash. The Preferred Shares will pay dividends at the rate
of 12% per annum, payable in cash or registered Common Shares, at the discretion
of the holders of the Preferred Shares. The Preferred Shares are convertible
into units (the "Units") at a conversion price of $0.25 per Unit. Each Unit
consists of (i) one share (a "Common Share") of the Company's common stock,
$0.0001 par value per share (the "Common Stock"), and (ii) four warrants (A
Warrant - D Warrant), each to purchase one-quarter of a Common Share. The
Preferred Shares will automatically convert into Units on December 29, 2003.
The Warrants are exercisable for five years. The A Warrant has an exercise
price of $0.50 per full Common Share, the B Warrant has an exercise price of
$0.60 per full Common Share, the C Warrant has an exercise price of $0.70 per
full Common Share, and the D Warrant has an exercise price of $0.75 per full
Common Share.
The Warrants are callable if (i) the per share market value of the common
stock has been equal to or greater than $1.00, $1.50, $2.00 and $2.50,
respectively, with respect to the A Warrants, the B Warrants, the C Warrants,
and the D Warrants, respectively, for twenty consecutive trading days
immediately preceding the date of delivery of a call notice; (ii) a registration
statement has been declared effective and has been effective for a period of
sixty calendar days; and (iii) a registration statement has been effective for a
period of forty consecutive trading days. The Company may not call A Warrants, B
Warrants, C Warrants and D Warrants which are at the time exercisable into an
aggregate of more than 500,000 shares of Common Stock in any thirty consecutive
business days.
The number of shares of common Stock issuable to each holder of Preferred
Shares at any time upon conversion may not exceed the number of shares which,
when aggregated with all other shares of Common Stock then owned of record by
such holder or which such holder may acquire within 60 days upon exercise of any
outstanding options or warrants of the Company (excluding common stock
underlying the outstanding Preferred Shares not to be converted on such date),
would result in such holder owning, in aggregate, more than 9.99% of all of the
Company's outstanding Common Stock on the date of conversion.
At the closing, the Company issued to Intercoastal Financial Services
Corp. (the "Placement Agent"), as placement agent fees, 12.25 Preferred
Shares.
The Preferred Shares were issued pursuant to Rule 901 of Regulation S of
the United States Securities Act of 1933 as amended, and regulations promulgated
thereunder (the "Securities Act"). The Preferred Shares were sold outside the
United States to non U.S. Persons.
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The Company agreed to promptly file a registration statement under the
Securities Act registering for resale shares of the Company's Common Stock
issuable in connection with the Agreement.
The foregoing is a brief description of the terms of the financing
arrangement. It is not complete and it is qualified by reference to the
Agreement, the Certificate of Designation of the Series H Convertible Preferred
Stock, as amended, the Form of Warrants, and the Registration Rights Agreement,
which have been filed as Exhibits to this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit
No. Description
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4.1 - Convertible Preferred Stock Purchase Agreement, dated as
of December 29, 2000
4.2 - Certificate of Designation of Series H Preferred Stock, as
amended
4.3 - Form of Investors' Warrant (included as an attachment to
Exhibit 4.2)
4.4 - Registration Rights Agreement dated as of December 29, 2000
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SIGNATURE
Pursuant to the requirement 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: January 9, 2001
OBJECTSOFT CORPORATION
By: /s/ DAVID E. Y. SARNA
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David E. Y. Sarna
Chairman, Chief Executive Officer,
President and Secretary
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1 - Convertible Preferred Stock Purchase Agreement, dated as of
December 29, 2000
4.2 - Certificate of Designation of Series H Preferred Stock, as
amended
4.3 - Form of Investors' Warrant (included as an attachment to
Exhibit 4.2)
4.4 - Registration Rights Agreement dated as of December 29, 2000
