Attached files
file | filename |
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EX-10.2 - Seaniemac International, Ltd. | v167906_ex10-2.htm |
EX-10.1 - Seaniemac International, Ltd. | v167906_ex10-1.htm |
EX-10.3 - Seaniemac International, Ltd. | v167906_ex10-3.htm |
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 23,
2009
Compliance
Systems Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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333-131862
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20-4292198
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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90
Pratt Oval, Glen Cove, New York
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11542
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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: (516)
674-4545
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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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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¨
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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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¨
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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
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Entry
into a Material Definitive
Agreement.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On
November 23, 2009, Compliance Systems Corporation (the “Corporation”), a Nevada
corporation, sold and issued to Agile Opportunity Fund, LLC (“Agile”) a Secured
Convertible Debenture (the “Agile November 2009 Debenture”) in the original
principal amount of $80,000 pursuant to the Second Omnibus Amendment and
Securities Purchase Agreement, dated as of November 23, 2009 (the “Agile
November 2009 Securities Purchase Agreement”), between the Corporation and
Agile.
In
connection with the sale and issuance of the Agile November 2009 Debenture, (i)
Agile extended the maturity date to February 22, 2010 of the two Secured
Convertible Debentures (collectively, the “2008 Debentures”) that the
Corporation sold to Agile in May and September 2008, each in the principal
amount of $300,000, and (ii) the Corporation issued to Agile 2.6 million shares
(each, an “Agile November 2009 Equity Incentive Share”) of the common stock, par
value $0.001 per share (the “Common Stock”), of the Corporation. The
2008 Debentures were originally scheduled to mature on November 6,
2009.
The total
gross consideration received by the Corporation from Agile in connection with
the sale and issuance of the Agile November 2009 Debenture, the extension of the
maturity date of the 2008 Debentures and the issuance of the 2.6 million Agile
November 2009 Equity Incentive Shares was $80,000.
The Agile
November 2009 Debenture matures on May 22, 2010. The Agile November
2009 Debenture is to bear interest at the rate of 15% per annum, payable
monthly, although the Agile November 2009 Debenture further provides that, in
addition to interest, Agile is entitled to an additional payment, at maturity or
whenever principal is paid, such that Agile’s annualized return on the amount of
principal payment so paid equals 30%. The principal and all accrued
and unpaid interest under the Agile November 2009 Debenture is, at the option of
Agile, convertible into shares (each, an “Agile November 2009 Debenture Share”)
of Common Stock at a conversion price of $0.05 per share (subject to
anti-dilution adjustment). The Corporation’s obligations under the
Agile November 2009 Debenture are secured by all of the assets of the
Corporation and are subject to limited non-recourse guarantees of Dean R.
Garfinkel, the Corporation’s chief executive officer, Barry M. Brookstein, the
Corporation’s chief financial officer, and an entity in which Mr. Brookstein is
the sole owner. Such guarantees have been secured by a pledge of the
preferred stock owned by the guarantors.
In
connection with the sale and issuance of the Agile November 2009 Debenture and
the 2.6 million Agile November 2009 Equity Incentive Shares, the Corporation
issued to its investment banker, Cresta Capital Strategies, LLC, five-year
warrants (each, a “Cresta November 2009 Warrant”) to purchase 320,000 shares
(each, a “Cresta November 2009 Warrant Share”) of Common Stock at a purchase
price of $0.05 per share.
2
The
Corporation believes that the issuances of the Agile November 2009 Debenture,
the 2.6 million Agile November 2009 Equity Incentive Shares and the Cresta Agile
November 2009 Warrants are, and the issuance of the Agile November 2009
Debenture Shares and Cresta November 2009 Warrant Shares, if any, will be,
exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”), by reason of the exemption from registration
granted under Section 4(2) of the Securities Act due to the fact that the
issuances and sales of the shares were conducted pursuant to a series of related
transactions not involving any public offering.
Item
9.01
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Financial
Statements and Exhibits.
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Set forth
below is a list of exhibits to this Current Report on Form 8-K:
Exhibit
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Number
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Description
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10.1
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Second
Omnibus Amendment and Securities Purchase Agreement, dated as of November
23, 2009, between Compliance Systems Corporation and Agile Opportunity
Fund, LLC.
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10.2
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Secured
Convertible Debenture of Compliance Systems Corporation, dated November
23, 2009, in the principal amount of $80,000 and payable to Agile
Opportunity Fund, LLC.
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10.3
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Warrant
Certificate of Compliance Systems Corporation, dated as of November 23,
2009, registered in the name of Cresta Capital Strategies,
LLC.
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10.4
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Secured
Convertible Debenture of Compliance Systems Corporation, dated May 6,
2008, in the principal amount of $300,000 and payable to Agile Opportunity
Fund, LLC. [Incorporated by reference to Exhibit 10.2 to the
Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008),
filed with the Securities and Exchange Commission on May 12,
2008.]
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10.5
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Secured
Convertible Debenture of Compliance Systems Corporation, dated September
2, 2008, in the principal amount of $300,000 and payable to Agile
Opportunity Fund, LLC. [Incorporated by reference to Exhibit
10.2 to the Corporation’s Current Report on Form 8-K (Date of Report:
September 2, 2008), filed with the Securities and Exchange Commission on
September 5, 2008.]
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10.6
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Limited
Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Dean
Garfinkel and Agile Opportunity Fund, LLC. [Incorporated by
reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K
(Date of Report: May 6, 2008), filed with the Securities and Exchange
Commission on May 12, 2008.]
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10.7
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Limited
Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Barry
Brookstein and Agile Opportunity Fund, LLC. [Incorporated by
reference to Exhibit 10.5 to the Corporation’s Current Report on Form 8-K
(Date of Report: May 6, 2008), filed with the Securities and Exchange
Commission on May 12, 2008.]
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10.8
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Limited
Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Spirits
Management, Inc. and Agile Opportunity Fund, LLC. [Incorporated
by reference to Exhibit 10.6 to the Corporation’s Current Report on Form
8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange
Commission on May 12, 2008.]
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10.9
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Stock
Pledge Agreement, dated as of May 6, 2008, between (sic) Agile Opportunity
Fund, LLC, Dean Garfinkel and Barry Brookstein. [Incorporated
by reference to Exhibit 10.7 to the Corporation’s Current Report on Form
8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange
Commission on May 12, 2008.]
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4
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: November
24, 2009
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Compliance
Systems Corporation
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By:
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/s/ Dean R. Garfinkel
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Dean
R. Garfinkel, President
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