UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
(AMENDMENT NO. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 13, 2008
US DATAWORKS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-15835
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84-1290152
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation)
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Identification Number)
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One Sugar Creek Blvd., 5
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Floor
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Sugar Land, Texas
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77478
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(Address of principal executive offices)
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(Zip Code)
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(281) 504-8000
(Registrants telephone number, including area code)
N/A
(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 obligations 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 2.04.
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Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
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This Amendment No. 2 to Form 8-K amends and supplements the Forms 8-K of US Dataworks, Inc.
(the Company) dated June 13, 2008 and June 23, 2008.
On June 13, June 17 and June 23, 2008, the Company received letters from Highbridge
International LLC (Highbridge), Cranshire Capital, LP (Cranshire) and Castlerigg Master
Investments Ltd. (Castlerigg), respectively, each purporting to be an Event of Default Redemption
Notice (the Notices) pursuant to the Senior Secured Convertible Note due November 13, 2010 (the
Notes) issued to Highbridge, Cranshire and Castlerigg (collectively, the Investors). Pursuant
to the Notices, Highbridge, Cranshire and Castlerigg each demanded that we redeem the Notes as a
price equal to the Conversion Amount (as defined in the Notes) multiplied by the Redemption Premium
of 125%. According to the Notices, the purported Event of Default was the Companys failure to have
a registration statement for the resale of the shares of the Companys common stock issuable upon
conversion of the Notes and upon exercise of the Warrants issued in connection with the Notes
declared effective by May 12, 2008.
On June 18, June 19 and June 26, 2008, the Company informed Highbridge, Cranshire and
Castlerigg that, for the reasons set forth below, the Notices were defective because there is no
Event of Default pursuant to Section 4(a)(i) of the Notes, and requested that Highbridge, Cranshire
and Castlerigg each immediately withdraw their respective Notices.
The Company informed the Investors that Section 4(a)(i) of the Note assumes that the absence
of a Registration Statement required pursuant to the Registration Rights Agreement, dated as of
November 13, 2007 (the Registration Rights Agreement), by and among the Company and the Investors
prevents the sale of shares of the Companys common stock issuable upon conversion of the Notes and
exercise of the Warrants (the Registrable Securities). As Section 3(a) of the Registration Rights
Agreement makes clear, however, a Registration Statement is not necessary if the Registrable
Securities can be sold pursuant to Rule 144. Since the Investors are able to sell the Registrable
Securities pursuant to Rule 144, there is no need for such a Registration Statement under the
Registration Rights Agreement. Accordingly, the Company informed the Investors that there is no
Event of Default pursuant to Section 4(a)(i) of the Notes.
On July 15, 2008, the Company gave notice to the Investors of their respective rights of
optional redemption of the Notes on August 13, 2008. On July 16, 2008, the Company received optional redemption notices from Castlerigg and Cranshire. On July 22, 2008, the Company received an
optional redemption notice from Highbridge.
The issue of whether or not an Event of Default has occurred and whether or not the Investors
are entitled to the remedies described above are in dispute, and the dispute with the Investors is
subject to change. The Company believes it has meritorious defenses against the assertions and
demands made by the Investors. However, the Company cannot assure you regarding the outcome of this
dispute. Regardless of the outcome, this dispute may be time-consuming and expensive and could
divert managements attention from the Companys business.
The foregoing contains forward-looking statements regarding the purported event of default and
the Companys ability to defend against the Investors assertions and demands. Statements regarding
future events are based on the Companys current expectations and are necessarily subject to risks
and uncertainty including risks related to, among other things, the Companys ability to
successfully defend its position with respect to the Notes. Actual results may differ materially
from those in the forward-looking statements. For information regarding other factors that could
cause the Companys results to
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