- Current report filing (8-K)
October 11 2012 - 4:09PM
Edgar (US Regulatory)
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): October 10, 2012
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-5462
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45-3751691
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(State or Other Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 Nickerson Road
Marlborough, Masschusetts
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01752
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code (617) 520-8400
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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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.
On October 10, 2012, Marlborough Software Development Holdings Inc. (the Company) completed a private placement of securities
with two accredited investors, including Amos Kaminski, a member of the board of directors of the Company (collectively, the Purchasers). The offer and sale of the securities (the Offering) was completed pursuant a securities
purchase agreement by and between the Company and the Purchasers entered into as of October 10, 2012 (the Purchase Agreement). Pursuant to the Purchase Agreement, the Company agreed to issue and sell 597,014 shares of its 6.5% Series A
Redeemable Preferred Stock (the Series A Preferred Stock) and warrants (the Warrants) to purchase up to 2,985,070 shares of the Companys common stock (the Warrant Shares). The Series A Preferred Stock
accumulates a preferred dividend at a rate of 6.5% per annum, has a liquidation preference of $3.35 plus accrued and unpaid dividends, ranks senior to the Companys common stock, is redeemable upon certain events but in no event later than
the five year anniversary of the date of issuance, and has such other rights, privileges and preferences as are set forth in the Certificate of Designation (the Certificate of Designation) for the Series A Preferred Stock which is filed
as Exhibit 3.1 herewith and incorporated herein by reference.
The Purchase Agreement provides that the securities will be
sold in units (the Units) at a price of $3.35 per unit, with each unit consisting of one (1) share of Series A Preferred Stock and a warrant to purchase five (5) shares of the Companys common stock, for an aggregate
offering price of approximately $2 million. In addition, the Purchase Agreement provides for the issuance of an additional 447,761 Units for additional purchase consideration of approximately $1.5 million upon the Companys achievement of
certain revenue and earnings targets for the six months ending June 30, 2013. The Purchase Agreement also requires the Company to file a registration statement with the Securities and Exchange Commission covering the resale by the Purchasers of
the Warrant Shares issuable upon exercise of the Warrants issued in the Offering on or prior to March 31, 2013. The Purchase Agreement contain customary representations, warranties, and indemnification by the Company. A copy of the Purchase
Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
In connection with the Offering, the
Company has granted to the Purchasers preemptive rights to participate in future securities offerings by the Company. These preemptive rights terminate five years from the date of issuance of the Series A Preferred Stock or upon the occurrence of
certain specified events, including the earlier redemption of the Series A Preferred Stock or a listing of the Companys common stock on a U.S. national securities exchange with a market capitalization of $40 million.
The Warrants are exercisable for a term of ten (10) years and have an exercise price of $0.67 per share and may also be exercised
pursuant to a cashless exercise. The Warrants contain customary provisions for anti-dilution adjustments in the event of recapitalization or reorganization events of the Company or in the event of a subsequent financing at less than $0.67 per share.
These anti-dilution protections terminate five years from the date of issuance of the Warrants or upon the occurrence of certain specified events, including the earlier redemption of
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the Series A Preferred Stock or a listing of the Companys common stock on a U.S. national securities exchange with a market capitalization of $40 million. A copy of Form of Warrant issued
to the Purchasers in the Offering pursuant to the Purchase Agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
The Company issued a press release announcing the completion of the Offering on October 11, 2012. A copy of that press release is filed herewith as Exhibit 99.1. The Company intends to use the proceeds of
the Offering for general corporate purposes and working capital.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 of this Form 8-K, which is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the completion of the Offering and the issuance and sale of the Units consisting of shares of Series A Preferred Stock and the Warrants, on October 10, 2012, the Company filed the
Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock. See
Item 1.01 of this Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index
attached hereto.
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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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Date: October 11, 2012
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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
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By:
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/s/ James Dore
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James Dore
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1*
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Certificate of Designation of 6.5% Series A Redeemable Preferred Stock.
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10.1*
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Securities Purchase Agreement, dated October 10, 2012, by and between the Company and the purchasers listed in Annex A thereto.
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10.2*
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Form of Common Stock Purchase Warrant dated as of October 10, 2012.
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99.1*
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Press Release of Marlborough Software Development Holdings Inc. dated October 11, 2012.
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