Attached files
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): November 7,
2009
BLUEGATE
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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(State
or Other Jurisdiction of Incorporation)
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000-22711
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76-0640970
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(Commission
File Number)
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(IRS
Employer Identification No.)
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701
North Post Oak, Road, Suite 600, Houston, Texas
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77024
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including area code: (713) 686-1100
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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1
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Item
2.01
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Disposition
of Assets.
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Effective
November 7, 2009: 1) the Company entered into an Asset Sale and Purchase
Agreement to sell certain Bluegate Corporation Medical Grade Network (“MGN”)
assets to Sperco, LLC (a company controlled by Stephen Sperco who is our
CEO/President/Director) for $200,000, with payment made by a combination of
$100,000 cash and $100,000 forgiveness of debt, plus an adjustment on a dollar
for dollar basis for any working capital; 2) the Company entered into a
Separation Agreement and Mutual Release in Full of all claims with Manfred
Sternberg (former Director/Corporate Officer) in exchange for repayment of a
loan plus accrued interest totaling $44,369 to Manfred Sternberg; 3) the Company
entered into a Separation Agreement and Mutual Release in Full of all claims
with William Koehler (former Director/Corporate Officer) in exchange for
repayment of a loan plus accrued interest totaling $44,374 with a direct payment
to Mr. Koehler’s American Express account and a $1 payment to William Koehler;
4) the Company entered into an Asset Sale and Purchase Agreement to sell certain
Trilliant Technology Group, Inc.’s assets to Trilliant Corporation (a company
controlled by William Koehler, former Director/Corporate Officer) for a cash
payment of $5,000; and 5) the Company entered into an Asset Sale and Purchase
Agreement to sell certain Bluegate Corporation Healthcare Information Management
Systems (“HIMS”) assets to SAI Corporation (“SAIC”), a corporation controlled by
Sperco in exchange for a Mutual Release in Full of certain claims and a $1
payment to SAIC.
The
carrying value of the assets disposed of totaled $17,590 and consisted of
furniture, fixtures and equipment. The carrying value of liabilities disposed of
totaled $245,741 and consisted of: (i) $100,000 reduction of secured debt to SAI
Corporation; (ii) $44,369 payment of a note payable and accrued interest to
Manfred Sternberg; (iii) $44,374 payment of a note payable and accrued interest
to William Koehler; (iv) $22,499 and $6,000 forgiveness of accrued directors’
fees and accrued vehicle allowances, respectively from Manfred Sternberg; and
(v) $22,499 and $6,000 forgiveness of accrued directors’ fees and accrued
vehicle allowances, respectively from William Koehler.
Prior to
the sale/purchase transaction, the Company obtained a Fairness
Opinion. The Fairness Opinion indicated among other items that: (1)
the analysis of the fair value of the assets included in this transaction
indicates that if anything, the price is likely a high price; (2) the total
tangible collateral in this transaction is something less than $40,000 which
means a loan value in the $30,000 range or less; (3) Trilliant Technology Group,
Inc. (TTG) has no on-going operations while the Medical Grade Network (MGN) and
Healthcare Information Management Systems (HIMS) operations have been trending
downward; (4) these three operations are insufficient to support Bluegate
Corporation’s overhead and if they were not sold in short order, they will
likely cease to exist; and (5) without these transactions, Bluegate Corporation
will continue to be in default on its loans and given the state of financial
resources, may be forced to file for bankruptcy protection. The
conclusion in the Fairness Opinion indicated that based upon the foregoing
evidence and analysis, it is our opinion that this transaction is fair from a
financial point of view as it provides the common shareholders with more value
than any other likely scenario. Moreover, the price being paid to
Bluegate Corporation is assessed as meeting or exceeding what we have determined
to be a fair value for the assets to be sold to Sperco, LLC, Trilliant
Corporation and SAI Corporation.
2
Item
9.01 Exhibits
Exhibit
Number Description
____________________________________________________
10.1 Asset
Sale and Purchase Agreement among Registrant and Sperco, LLC.
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10.2
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Separation
Agreement and Mutual Release in Full between Registrant and Manfred
Sternberg.
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10.3
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Separation
Agreement and Mutual Release in Full between Registrant and William
Koehler.
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10.4
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Asset
Sale and Purchase Agreement among Registrant, Trilliant Technology Group,
Inc. and Trilliant Corporation.
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10.5 Asset
Sale and Purchase Agreement among Registrant and SAI Corporation.
10.6 Mutual
Release in Full between Registrant and SAI Corporation.
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10.7
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Fairness
Opinion Prepared in Conjunction with a Sale and Purchase of Assets among
the Registrant, Sperco LLC, Trilliant Corporation and SAI
Corporation.
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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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BLUEGATE
CORPORATION
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(signed)
/s/
Charles E. Leibold
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November
18, 2009
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Charles E. Leibold,
Director,
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Principal
Accounting Officer and
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Chief
Financial Officer
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