Attached files
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EX-4.1 - DELTATHREE INC | v176066_ex4-1.htm |
EX-10.1 - DELTATHREE INC | v176066_ex10-1.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): March 1, 2010
deltathree,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
000-28063
|
13-4006766
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
224
West 35th
Street, New York, N.Y.
|
10001
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212)
500-4850
(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):
¨ 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))
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On March
1, 2010, each of deltathree, Inc., Delta Three Israel, Ltd. and DME Solutions,
Inc. (collectively, the “Deltathree Entities”)
entered into a Loan and Security Agreement (the “Loan Agreement”) with D4
Holdings, LLC (“D4
Holdings”), pursuant to which D4 Holdings will provide to the Deltathree
Entities a line of credit in a principal amount of $1,200,000. In
addition, on March 1, 2010, pursuant to the Loan Agreement, the Deltathree
Entities issued a Promissory Note (the “Promissory Note”) in
a principal amount of $1,200,000 to D4 Holdings.
Pursuant
to the Loan Agreement and the Promissory Note,
|
·
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D4
Holdings agrees to lend from time to time, as requested by any of the
Deltathree Entities, up to an aggregate principal amount of
$1,200,000;
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|
·
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interest
shall accrue on any loan advances at the rate of 12% per
annum;
|
|
·
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the
initial payment of accrued interest shall be payable on May 1, 2010, and
monthly thereafter;
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|
·
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all
outstanding principal and interest outstanding are required to be repaid
on March 1, 2011;
|
|
·
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the
Deltathree Entities granted D4 Holdings a security interest in all assets
of the Deltathree Entities;
|
|
·
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the
Deltathree Entities made customary representations, warranties and
covenants to D4 Holdings;
|
|
·
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any
loan advance requires the satisfaction of the following conditions:
receipt by D4 Holdings of an executed notice of borrowing; the
representations and warranties of the Deltathree Entities shall be true in
all material respects on the date of the notice of borrowing and the loan
date; no event of default shall have occurred and be continuing or result
from such loan advance; and there shall not have occurred, in D4 Holdings’
sole discretion, any material adverse change in the business of the
Deltathree entities, the collateral securing the loan, or the
borrower’s repayment
prospects; and
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|
·
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upon
the occurrence of an event of default, (1) D4 Holdings may require
repayment of all outstanding amounts under the Loan Agreement, may
terminate its commitment to make additional loans to the Deltathree
Entities, and may exercise its rights with respect to the security
interest in all of the assets of the Deltathree Entities and (2) all
outstanding amounts under the Loan Agreement will bear interest at the
rate of 18% per annum.
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The
Company is majority-owned by D4 Holdings. Each of Robert Stevanovski,
Anthony Cassara, David Stevanovski and Gregory Provenzano, members of the
Company’s Board of Directors, has an indirect ownership interest in D4
Holdings. As a result, each of these individuals and D4 Holdings may
be deemed to have a direct or indirect interest in the transactions contemplated
by the Loan Agreement. In accordance with the Company’s Audit
Committee Charter, the Loan Agreement and the transactions contemplated thereby
were approved by the Audit Committee, which includes those directors who are not
affiliated with D4 Holdings.
The
foregoing description of the Loan Agreement and the Promissory Note does
not purport to be a complete summary and is qualified in its entirety by
reference to the full texts of the Loan Agreement and the Promissory Note,
each of which is filed as an exhibit to this Report.
Item2.03
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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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The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03. On March 2, 2010, deltathree, Inc.
received $500,000 from D4 Holdings pursuant to a notice of borrowing under the
Loan Agreement.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
|
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4.1
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Promissory
Note, dated March 1, 2010, by deltathree, Inc., Delta Three Israel, Ltd.
and DME Solutions, Inc. in favor of D4 Holdings, LLC in a
principal amount of $1,200,000.
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|
10.1
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Loan
and Security Agreement, dated as of March 1, 2010, by and among
deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and D4
Holdings,
LLC.
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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.
DELTATHREE,
INC.
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By:
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/s/ Peter Friedman
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Name:
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Peter
Friedman
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Title:
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General
Counsel and
Secretary
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Dated:
March 4, 2010
EXHIBIT
INDEX
Exhibit No.
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Description
|
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4.1
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Promissory
Note, dated March 1, 2010, by deltathree, Inc., Delta Three Israel, Ltd.
and DME Solutions, Inc. in favor of D4 Holdings, LLC in a
principal amount of $1,200,000.
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|
10.1
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Loan
and Security Agreement, dated as of March 1, 2010, by and among
deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and D4
Holdings,
LLC.
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