Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDMENT TO ARTICLES OF INCORPORATION, DESIGNATION OF RIGHTS AND PRIVILEGES OF SERIES D CONVERTIBLE PREFERRED STOCK - Track Group, Inc. | rmdx8k20100113ex3-1.htm |
| EX-10.1 - FORM OF SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT - Track Group, Inc. | rmdx8k20100113ex10-1.htm |
| EX-10.2 - FORM OF SERIES D CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT - Track Group, Inc. | rmdx8k20100113ex10-2.htm |
| EX-99.1 - PRESS RELEASE OF JANUARY 14, 2010 - Track Group, Inc. | rmdx8k20100113ex99-1.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): January 13,
2010
RemoteMDx, Inc.
(Exact
name of registrant as specified in its charter)
|
Utah
(State
or other jurisdiction
of
incorporation)
|
0-23153
(Commission
File
Number)
|
87-0543981
(IRS
Employer
Identification
No.)
|
||
150 West Civic Center Drive,
Suite 400, Sandy, Utah 84070
(Address
of principal executive offices, Zip Code)
Registrant's
telephone number, including area code: (801)
451-6141
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
1
|
Item 3.02
|
Unregistered
Sales of Equity Securities
|
On
January 13, 2010, RemoteMDx, Inc. (the “Registrant”) closed on the exchange of
debt and sale of equity securities described below and is issuing a total of
25,186 shares of Series D Convertible Preferred Stock (the “Series D Preferred”)
having an aggregate stated value of $20,323,204, convertible in the aggregate,
to 151,116,000 shares of Common Stock. The total cash paid for 9,200 shares of
the Series D Preferred was $4,600,000. The face amount (including
principal and interest) of debt extinguished in exchange for a total of 15,986
shares of Series D Preferred was $15,723,204. The Registrant also received
subscriptions to purchase an additional 3,000 shares of Series D Preferred for
cash of $1,500,000, to be issued following receipt of the funds related to such
subscriptions. Cash proceeds from the offering will be used for
operations, including expenses related to the recapitalization and equity raise
described above. In total, cash received, debt conversion and
outstanding subscription agreements equate to $21, 823,204.
The
issuance of such securities were exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) of the
Securities Act for transactions not involving a public offering and Rule 506
promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended. The securities are being issued to 37
accredited investors in a private placement conducted by officers and directors
of the Registrant. A Form D will be filed by the Registrant reporting additional
information regarding the sale of the securities.
Effective
December 3, 2009, the Registrant amended its Articles of Incorporation to
authorize 50,000 shares of Series D Preferred stock, and establish the
designations, rights and preferences for the Series D Preferred
stock. According to the Certificate of Designation of Rights and
Preferences of the Series D Preferred stock (the “Certificate”), a copy of which
is filed as an exhibit with this Report on Form 8-K, the holders of these
securities are entitled to the following preferences and other rights. The following summary is qualified
in its entirety by the description contained in the
Certificate.
Rank. The Series D
Preferred stock ranks senior as to liquidation rights to the Registrant’s Common
Stock, and all other classes and series of equity securities of the Registrant
which by their terms do not rank senior to the Series D Preferred stock
(collectively with the Common Stock, “Junior Stock”). The Series D Preferred
stock is subordinate and ranks junior to all indebtedness of the
Registrant.
Payment of Dividends.
Dividends declared by the Registrant are payable on the Series D Preferred stock
on a pro rata basis
with the Common Stock and all other equity securities of the Registrant ranking
pari passu with the
Common Stock as to the payment of dividends, before certain distributions are
paid on, or declared and set apart for Junior Stock, other than the Common
Stock. In addition, the Registrant is prohibited from declaring,
paying or setting apart for payment any dividend or making any distribution on
Junior Stock (other than dividends or distributions payable in shares of the
Junior Stock) unless, at the time of such dividend or distribution, the
Registrant shall have paid all unpaid dividends on the outstanding shares of
Series D Preferred stock. In addition, holders of the Series D Preferred stock
are entitled to receive quarterly dividends accrued on March 31, June 30,
September 30, and December 31 of each year, cumulative dividends on the Series D
Preferred stock at the rate per share equal to 8% per annum, payable in cash or
shares of Common Stock at the sole discretion of the Registrant. If a
dividend is paid in shares of Common Stock of the Registrant, the number of
shares to be issued will be based on the average per share market price of the
Common Stock for the 14-day period immediately preceding the applicable accrual
date (i.e., March 31, June 30, September 30, or December 31, as the case may
be). Dividends are paid quarterly, no later than the thirtieth day
following the end of the accrual period.
Voting Rights. Except
as otherwise required by Utah law and in the Certificate, the Series D Preferred
stock will vote with the Common Stock on an as-converted basis. The Common Stock
into which the shares of Series D Preferred stock are convertible shall, upon
issuance, have all of the same voting rights as other issued and outstanding
Common Stock of the Registrant. In addition, the Series D Preferred have special
voting rights, including the following:
2
|
|
·
|
With
respect to any combination of the Registrant’s issued and outstanding
Common Stock and with respect to an increase in the number of shares of
Common Stock the Registrant is authorized to issue pursuant to the
Articles of Incorporation, the holders of the Series D Preferred stock as
a class shall be deemed to hold sixty percent (60%) of the issued and
outstanding shares of Common Stock, notwithstanding the number of shares
of Common Stock then outstanding or the conversion ratio applicable to the
Series D Preferred stock then in
effect.
|
|
|
·
|
The
affirmative vote at a meeting duly called and held for such purpose or the
written consent without a meeting, of the holders of not less than a
majority of the then outstanding shares of Series D Preferred stock (in
addition to any other corporate approvals then required to effect such
action), is required (i) for any change to the Certificate which
would amend, alter, change or repeal any of the powers, designations,
preferences and rights of the Series D Preferred stock; (ii) for the
issuance of shares of Series D Preferred stock other than pursuant to the
Series D Preferred Stock Purchase Agreement, provided, however, that
nothing in the Certificate shall prevent or limit the Registrant from
issuing shares of Series D Preferred stock in exchange for the conversion
of the Registrant’s debt; or (iii) for the Registrant to authorize,
create, issue or increase the authorized or issued amount of any class or
series of stock, which shares rank senior to, or have preference,
privilege or priority to, the Series D Preferred
stock.
|
Liquidation
Preference. Holders of the Series D Preferred stock also are entitled to
preferences upon liquidation, dissolution or winding up of the Registrant,
voluntary or involuntary, before any payment is made or any assets distributed
to holders of any Junior Stock.
Conversion. The
holder of Series D Preferred has the right to convert the Series D Preferred
stock into shares of Common Stock of the Registrant under certain
circumstances. Each share of Series D Preferred stock is convertible
into 6,000 shares of Common Stock, subject to adjustment as provided in the
Certificate.
Optional Redemption.
At any time on or after December 1, 2010, the Registrant has the right,
exercisable at its option, to redeem from funds legally available there for all
or any portion of the then-outstanding and unconverted shares of the Series D
Preferred stock at a price and on the terms contained in the Certificate. Any
redemption of less than all of the Series D Preferred stock shall be pro rata among the holders of
the Series D Preferred stock based on the number of shares of Series D Preferred
stock held by each holder of record at the time of such partial
redemption.
The
following table lists the investors acquiring the Series D Preferred stock (a)
through the exchange or conversion of debt, and (b) for cash, and the amount of
such securities acquired by each.
3
|
Investor
|
Cash
/ Debt
|
Amount
|
Number
of Series D
Preferred
Shares
|
|
Otter
Capital, LLC
|
Exchange
of Debt
|
$405,575
|
406
|
|
Advance
Technology Investors, LLC
|
Exchange
of Debt
|
$3,188,630
|
3,189
|
|
U/W
Mark Weidman Trust
|
Exchange
of Debt
|
$106,288
|
107
|
|
Dina
Weidman
|
Exchange
of Debt
|
$106,288
|
107
|
|
Mountain
Land Cattle
|
Exchange
of Debt
|
$75,000
|
75
|
|
Group
Investment Solutions, LLC
|
Exchange
of Debt
|
$250,000
|
250
|
|
Taube
Family Trust
|
Exchange
of Debt
|
$205,013
|
205
|
|
TFT
Partners, LLC
|
Exchange
of Debt
|
$51,254
|
52
|
|
Laurence
Blickman
|
Exchange
of Debt
|
$102,507
|
103
|
|
Robert
Naify Living Trust
|
Exchange
of Debt
|
$102,507
|
103
|
|
Adrienne
Baker
|
Exchange
of Debt
|
$89,576
|
90
|
|
Anasazi
Partners III, LLC
|
Exchange
of Debt
|
$251,580
|
252
|
|
Klapper
Family Trust
|
Exchange
of Debt
|
$590,000
|
590
|
|
Clydesdale
Partners II, LLC
|
Exchange
of Debt
|
$780,000
|
780
|
|
Stuart
J. Kahn
|
Exchange
of Debt
|
$300,000
|
300
|
|
William
B. Stevenson
|
Exchange
of Debt
|
$300,000
|
300
|
|
John
C. Walsey
|
Exchange
of Debt
|
$300,000
|
300
|
|
Commerce
Financial, LLC
|
Exchange
of Debt
|
$2,148,414
|
2,149
|
|
David
Derrick
|
Exchange
of Debt
|
$3,144,000
|
3,400
|
|
Robert
Childers
|
Exchange
of Debt
|
$50,000
|
50
|
|
James
Dalton
|
Exchange
of Debt
|
$15,000
|
15
|
|
Larry
Schafran
|
Exchange
of Debt
|
$110,000
|
110
|
|
David
Hanlon
|
Exchange
of Debt
|
$115,000
|
115
|
|
Lintel
Corporation
|
Exchange
of Debt
|
$902,000
|
902
|
|
Anasazi
Partner III, Offshore
|
Exchange
of Debt
|
$131,570
|
132
|
|
Christopher
Baker
|
Exchange
of Debt
|
$284,860
|
285
|
|
Clydesdale
Partners, LLC
|
Exchange
of Debt
|
$355,000
|
355
|
|
James
and Beverly Carter
|
Exchange
of Debt
|
$87,714
|
88
|
|
Robert
and Barbara Sargenti
|
Exchange
of Debt
|
$87,714
|
88
|
|
Charles
Alberta
|
Exchange
of Debt
|
$43,857
|
44
|
|
Scott
Carter
|
Exchange
of Debt
|
$43,857
|
44
|
|
JBD
Management LLC
|
Exchange
of Debt
|
$1,000,000
|
1,000
|
|
Subtotal
for debt conversions
|
$15,723,204
|
15,986
|
|
|
Comediahill
Business SA
|
Cash
|
$1,000,000
|
2,000
|
|
Mara
Holdings Limited
|
Cash
|
$1,000,000
|
2,000
|
|
Kofler
Ventures S.a r.l
|
Cash
|
$1,000,000
|
2,000
|
|
Jeff
Peterson
|
Cash
|
$100,000
|
200
|
|
Laemi
Real Estates, Inc.
|
Cash
|
$1,500,000
|
3,000
|
|
Subtotal
for cash proceeds
|
$4,600,000
|
9,200
|
|
|
Totals
|
$20,323,204
|
25,186
|
Item
9.01
Financial Statements and
Exhibits
(d) Exhibits. The
Registrant issued a press release on January 14, 2010, announcing the initial
closing of the private placement of its Series D Convertible Preferred
Stock. A copy of the press release is furnished with this Current
Report on Form 8-K as Exhibit 99.1.
The
following table describes the exhibits furnished with this report.
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Amendment
to Articles of Incorporation, Designation of Rights and Privileges of
Series D Convertible Preferred Stock
|
|
|
10.1
|
Form
of Series D Convertible Preferred Stock Purchase Agreement
|
|
|
10.2
|
Form
of Series D Convertible Preferred Stock Exchange Agreement
|
|
|
99.1
|
Press
Release of January 14, 2010
|
4
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.
|
RemoteMDx,
Inc.
|
||
|
By:
|
/s/ David
G. Derrick
|
|
|
David
G. Derrick
Chief
Executive Officer
|
||
Date: January
14, 2010
5