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EX-3.2 - EXHIBIT 3.2 - SECURECARE TECHNOLOGIES INC | ex3_2.htm |
EX-3.1 - EXHIBIT 3.1 - SECURECARE TECHNOLOGIES INC | ex3_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report
Current Report
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
February 12, 2010
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SecureCare Technologies,
Inc.
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(Exact name of registrant as specified in
its charter)
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NEVADA
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0-29804
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82-0255758
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(State or other jurisdiction of
incorporation or organization) |
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Commission
file number |
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(I.R.S. Employer
Identification Number) |
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4611 Bee Caves Road, Suite 306, Austin,
Texas 78746
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(Address of principal executive
offices)
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Registrant’s telephone number, including area
code: (512) 447-3700
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par value $0.001 per share
1617 W. 6th Street, Suite C, Austin, Texas
78703
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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 (see General Instruction A.2. below):
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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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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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
SecureCare
Technologies, Inc. (the “Company”) is currently engaged in a private offering of
its common stock. The offering commenced on November 1, 2009. The terms and
conditions of the offering provide for accredited investors to purchase up to
3,125,000 shares of common stock at $0.08 per share from November 1, 2009
through March 31, 2010 (the “Stock Offer”). Effective November 1, 2009 a total
of $200,000 in funds from the Stock Offer have been guaranteed on a stand-by
basis by certain of the participating investors, all of whom own common stock of
the Company. The Company has agreed to compensate the participating stand-by
investors an amount equal to ten percent (10%) or Twenty Thousand Dollars
($20,000) of the guaranteed funds, in the form of shares of common stock of the
Company (the “Compensation”), with one share being issued for each $.08 of the
Compensation for a total of Two Hundred Fifty Thousand (250,000) shares (the
“Compensation Shares”) to be issued. The Company retains the right, in its sole
discretion, to increase the total amount of funds guaranteed on a stand-by basis
to Two Hundred Fifty Thousand Dollars ($250,000), for which the ten percent
(10%) Compensation would increase to Twenty Five Thousand Dollars ($25,000) in
the form of shares of common stock of the Company, with one share being issued
for each $.08 of the Compensation for a total of Three Hundred Twelve Thousand
Five Hundred (312,500) Compensation Shares to be issued. The Compensation Shares
will be issued after the Stock Offer has been completed. The Company anticipates
it will issue the Compensation Shares on April 1, 2010.
Effective
November 23, 2009, the Company made a note extension offer (the “Extension
Offer”) to 37 note holders, who also represent the majority ownership of the
Company, related to $2,603,000 in principal amount outstanding of notes payable
(the “Notes”) of the Company that mature between December, 2009 and May, 2010,
the majority of which matures on December 31, 2009, and the related $396,729 in
interest payable upon maturity of the Notes. The Extension Offer included the
following terms and conditions:
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1.)
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Interest due at maturity on the Notes of $396,729 will
automatically convert to shares of common stock of the Company, on the
maturity date, with one share being issued for each $0.40 in interest due
for a total of 991,823 shares to be issued.
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2.)
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On the maturity date of each of the Notes, representing
$2,603,000 in principal amount outstanding, all Notes will be
automatically extended to a revised maturity date of December 31, 2010
(the “Extended Notes”).
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3.)
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The Extended Notes will be non-interest bearing.
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4.)
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Outstanding purchase warrants, originally issued in
conjunction with a portion of the Notes, totaling 255,200 warrants, will
be re-priced to $.40 per share from $2.50 per share.
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As of February 16, 2010, the aggregate shares sold in the
Stock Offer and the shares issued in conjunction with the Extension Offer
exceeded 5% of the Company’s issued and outstanding shares beyond those reported
in our Current Report on Form 8-K dated January 7, 2010. As of February 16,
2010, 2,249,688 shares have been sold in the Stock Offer to 18 investors
(including 1,418,750 shares sold to related parties) for $179,975. In addition,
662,202 shares have been issued in conjunction with the Extension Offer
(including 452,381 shares issued to related parties). As a result of these
issuances, the number of shares of common stock, par value $0.001 per share,
that the Company has issued and outstanding has increased from the 12,689,021
reported in our Current Report on Form 8-K dated January 7, 2010 to 13,394,133.
The Stock
Offer is being conducted pursuant to the exemption provided pursuant to
Regulation D under the Securities Act of 1933, as amended, and analogous state
laws. The Company did not grant any registration rights to the investors in the
offerings.
The Company
will use the proceeds of the Stock Offer as working capital. The Company
incurred only nominal expenses in connection with the Stock Offer.
ITEM 3.03. Material Modifications to Rights of Security
Holders
ITEM 5.03. Amendments to Articles of Incorporation or By-Laws;
Change in Fiscal Year
On February 12, 2010 the Registrant filed an amendment to its
Articles of Incorporation in the State of Nevada. Pursuant to the provisions of
the Nevada Revised Statues, the Registrants Board of Directors consented in
writing to the adoption of the Amendment to Article FOURTH of the Articles of
Incorporation, effective March 1, 2010, as follows:
Article FOURTH shall be amended by adding the following
paragraph at the end thereof:
“The number of authorized shares of common stock of the
corporation shall be changed from 50,000,000 to 16,666,667 and correspondingly
each of the issued and outstanding shares of the corporation’s common stock
issued and outstanding on the date hereof shall be reverse split to become one
third share with a corresponding reduction in the stated capital of the
corporation. No fractional shares shall be issued and in lieu thereof each
shareholder who would have received less than one share shall be paid $0.25 for
any fraction of a share to which the shareholder would have otherwise been
entitled; the shareholders who would have received less than one share represent
.01 % of the total shares outstanding; all other fractional shares will be
rounded up to the next whole number; the number of additional shares to be
issued as a result is less than .01% of the total shares outstanding.”
On March 2, 2010 the Registrant filed a Certificate of
Correction to the amendment of its Articles of Incorporation, originally filed
on February 12, 1010, in the State of Nevada. The Certificate of Correction,
corrected the previously stated provision for the rounding of fractional shares.
Pursuant to the provisions of the Nevada Revised Statues, a Certificate of
Correction is effective on the effective date of the record it corrects except
as to persons relying on the uncorrected record and adversely affected by the
correction. As to those persons, the certificate is effective when filed. The
Registrant does not believe that anyone was adversely affected by the
correction.
Based on the Certificate of Correction, as filed on March 2,
2010, Article FOURTH shall be amended by adding the following paragraph at the
end thereof:
“The number of authorized shares of common stock of the
corporation shall be changed from 50,000,000 to 16,666,667 and correspondingly
each of the issued and outstanding shares of the corporation’s common stock
issued and outstanding on the date hereof shall be reverse split to become one
third share with a corresponding reduction in the stated capital of the
corporation. All fractional shares shall be rounded down to the next whole
number. No fractional shares shall be issued and in lieu thereof each
shareholder who would have ended with less than one whole share shall be paid
$0.25 for any fraction of a share to which the shareholder would have otherwise
been entitled; the shareholders who would have ended with less that one whole
share represent .01 % of the total shares outstanding.”
ITEM 9.01. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
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3.1
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Certificate of Amendment to the Registrant’s Articles of
Incorporation, filed February 12, 2010
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3.2
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Certificate of Correction to the Registrant’s Articles
of Incorporation, filed March 2, 2010
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10.1
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Form of Subscription Agreement for Stock Offer Effective
November 1, 2009*
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* Previously Filed
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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: March 4, 2010
SecureCare Technologies, Inc.
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By:
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/s/ NEIL BURLEY
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Name: Neil Burley
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Title: CFO and Principal Financial
Officer
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