form8-k_13108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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): January 31, 2008
ENTERPRISE
INFORMATICS INC.
(Exact
name of registrant as specified in its charter)
California
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0-15935
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95-3634089
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(State
or other jurisdiction
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(Commission
file number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
Number)
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10052
Mesa Ridge Court, Suite 100
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92121
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San
Diego, California
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(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (858) 625-3000
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(Former
name or former address, if changed since last report.)
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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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
On
January 31, 2008, the Company and
ERP2 Holdings, LLC, a Delaware limited liability company (“ERP2”), effected the
consummation of the transactions described below (the “Closing”) pursuant to the
term sheet entered into by the Company and ERP2 on January 14, 2008.
Upon
the Closing, the Company issued to
ERP2 a secured promissory note (the “New Note”) in the principal amount of up to
$1,500,000 with a maturity date of January 31, 2010. The disbursement
of $300,000 of such principal amount occurred upon the
Closing. Disbursement of the remaining $1,200,000 of such amount is
subject to completion of all actions required to be completed by the Company
in
order to effectuate a 1000-to-1 reverse split of the Company’s common stock and
the deregistration of the Company’s common stock under the Securities Exchange
Act of 1934. Events of default under the New Note include, among
others, any failure of the Company to complete such actions by April 30,
2008. The New Note
bears interest at 10% per annum (plus, upon the occurrence and continuation
of
an event of default, an additional 3% per annum ), payable quarterly in arrears
in cash, or, at the Company’s option, in kind, capitalized as additional
principal. The New Note contains certain affirmative and negative
covenants, including a covenant that the Company’s consolidated EBITDA (as
defined in the New Note) for each of certain periods of four consecutive fiscal
quarters will meet or exceed the applicable minimum amount set forth in the
New
Note.
In
addition, upon the Closing, the
Company and ERP2 entered into amendments to the two existing secured demand
notes in the original principal amounts of $400,000 and $500,000 held by ERP2
(the “Old Notes”) that provide, among other things, for (A) the extension of the
maturity dates of such notes until January 31, 2010 and (B) a right of ERP2
to
accelerate the indebtedness represented by such notes upon an event of default
under the New Notes, provided that no such acceleration may occur prior to
September 30, 2008. The Old Notes, as amended, bear interest at 10%
per annum, payable upon maturity, provided that, in the event any payment due
under either of such notes is not made within 15 days of its due date, the
interest on such overdue amount will increase to 13% per annum. As of
January 31, 2008, the aggregate amount of principal and interest outstanding
under the Old Notes was $699,213.
The
New Notes and the Old Notes, as
amended, are secured by all of the Company’s assets pursuant to amendments and
restatements executed by the Company and ERP2 upon the Closing of the security
agreement and pledge agreement by which the Company’s obligations under the Old
Notes were secured immediately prior to the Closing. Such amended and
restated security agreement, among other things, (i) provides for a security
interest in favor of ERP2 in respect of all personal property of the Company
and
(ii) obligates the Company to deliver the source code of its software products
into escrow pursuant to an escrow agreement reasonably satisfactory to ERP2
within 30 days after January 31, 2008 and, subject to certain conditions, to
effect one or more updates to the source code so escrowed. Such
amended and restated pledge agreement, among other things, provides for a
security interest in favor of ERP2 in respect of the Company’s interest in its
United Kingdom subsidiaries, Enterprise Informatics International Ltd. and
Enterprise Informatics Ltd.
The
Company is obligated under the New
Note, on or prior to the date of the above-referenced $1,200,000 disbursement,
to issue to ERP2 warrants for the purchase of the number of shares of common
stock equal to the greater of (i) 26,735,508 shares of common stock and (ii)
20%
of the fully diluted outstanding common stock as of the date of such
issuance. Such warrants will have a per share exercise price of $0.08
and a 10-year term, and contain certain “cashless exercise” and anti-dilution
provisions.
The
New Note provides for entry by the
Company and ERP2 into one or more agreements pursuant to which designees of
ERP2
will provide management consulting, strategic and financial advisory services
to
the Company during the period that any indebtedness is outstanding under the
New
Note or the Old Notes, in exchange for fees paid by the Company of up to $60,000
per quarter. In addition, the Company is obligated to pay (i) a
$75,000 closing fee, which includes up to $25,000 of fees and expenses that
the
Company is required to reimburse to ERP2 pursuant to the letter agreement
between the Company and ERP2 dated October 22, 2007 and (ii) certain fees and
expenses incurred by ERP2 in connection with the transactions described
above.
As
reported in the Current Report on
Form 8-K filed by the Company with the Securities and Exchange Commission (the
“SEC”) on October 16, 2007, on October 10, 2007, ERP2 acquired from Spescom
Limited, a South African corporation, and its wholly owned subsidiary Spescom
Ltd., a United Kingdom corporation, the Old Notes, 15,650,471 shares of the
Company’s common stock, 5,291 shares of the Company’s Series F Convertible
Preferred Stock, and certain contract rights and other interests held by such
entities in connection with their ownership of such notes and shares.
As
reported in the Current Report on
Form 8-K filed by the Company with the SEC on October 26, 2007, on October
22,
2007, the Company and ERP2 entered into a letter agreement by which ERP2 agreed
to forbear from seeking repayment of the Old Notes prior to December 21, 2007
and the Company, in exchange, agreed to (i) pay a forbearance fee of $25,000
to
ERP2 or its designees not later than October 24, 2007 and (ii) reimburse ERP2
for certain due diligence expenses, including legal fees, in an amount up to
$25,000.
As
reported in the Annual Report on
Form 10-K filed by the Company with the SEC on January 15, 2008, on January
14,
2008, the Company and ERP2 entered into a term sheet contemplating transactions
in the nature of those consummated on January 31, 2008, as described
above. Also as reported in such Annual Report, upon execution of such
term sheet, the Company (i) issued to ERP2 a warrant exercisable for 17,175,971
shares of the Company’s common stock, which warrant has a per share exercise
price of $0.08 and a 10-year term and contains certain “cashless exercise” and
anti-dilution provisions, and (ii) declared a dividend payable to ERP2 in shares
of the Company’s common stock in satisfaction of the entire amount of accrued
and unpaid dividends on the shares of the Company’s Series F Convertible
Preferred Stock held by ERP2. As reported in Amendment No. 1 to
Annual Report on Form 10-K/A filed by the Company with the SEC on January 28,
2008, on January 21, 2008, the Company issued 20,832,498 shares of its common
stock to ERP2 in payment of such dividend.
As
of January 31, 2008, ERP2, by virtue
of its ownership of shares of the common stock and Series F Convertible
Preferred Stock of the Company, was entitled to 52,044,734 or 70% of the total
number of votes eligible to be cast on all matters submitted to the vote of
the
holders of common stock and, consequently, was entitled to elect a majority
of
the Board. In addition, as of such date, ERP2, by virtue of its
ownership of such shares and of the above-referenced warrant to purchase
17,175,971 shares of common stock, was the beneficial owner of 69,220,705 shares
or 75.7% of the common stock of the Company.
(d)
Exhibits
Exhibit
Description
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10.1
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Secured
Promissory Note issued by Enterprise Informatics Inc. to ERP2 Holdings,
LLC, dated January 31, 2008.
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10.2
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First
Amendment to the Secured Promissory Note Issued on March 15, 2002
by
Enterprise Informatics Inc. to Spescom Ltd. and Assigned to ERP2
Holdings,
LLC, dated January 31, 2008.
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10.3
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First
Amendment to the Secured Promissory Note Issued on April 19, 2002
by
Enterprise Informatics Inc. to Spescom Ltd. and Assigned to ERP2
Holdings,
LLC, dated January 31, 2008.
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10.4
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Amended
and Restated Security Agreement between Enterprise Informatics Inc.
and
ERP2 Holdings, LLC, dated January 31, 2008.
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10.5
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Amended
and Restated Pledge
Agreement between Enterprise Informatics Inc. and ERP2 Holdings,
LLC,
dated January 31, 2008.
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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.
Dated:
February 6, 2008
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ENTERPRISE
INFORMATICS INC.
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By:
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/s/
John W. Low
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John
W. Low
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Chief
Financial Officer
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