Attached files
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| EX-4.1 - Juma Technology Corp. | v204440_ex4-1.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) December 2, 2010 (November 29,
2010)
JUMA
TECHNOLOGY CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-105778
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68-0605151
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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154 Toledo Street
Farmingdale, NY
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11735
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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: (631) 300-1000
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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¨
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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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o
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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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TABLE
OF CONTENTS
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Page
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FORWARD
LOOKING STATEMENTS
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1
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Item
1.01. Entry into a Material Definitive
Agreement.
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1
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Item
8.01. Other Events.
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2
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Item
9.01. Financial Statements and Exhibits.
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3
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SIGNATURES
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4
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EXHIBIT
INDEX
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5
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i
FORWARD
LOOKING STATEMENTS
Statements
in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Juma Technology Corp.’s
beliefs, expectations, intentions or strategies for the future, may be
forward-looking statements. All forward-looking statements involve a number of
risks and uncertainties that could cause actual results to differ materially
from the plans, intentions and expectations reflected in or suggested by the
forward-looking statements. Such risks and uncertainties include, among others,
introduction of products in a timely fashion, market acceptance of new products,
cost increases, fluctuations in and obsolescence of inventory, price and product
competition, availability of labor and materials, development of new third-party
products and techniques that render Juma Technology Corp.’s products obsolete,
delays in obtaining regulatory approvals, potential product recalls and
litigation. Risk factors, cautionary statements and other conditions which could
cause Juma Technology Corp.’s actual results to differ from management’s current
expectations are contained in Juma Technology Corp.’s filings with the
Securities and Exchange Commission. Juma undertakes no obligation to update any
forward-looking statement to reflect events or circumstances that may arise
after the date of this filing.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Item 1.01. Entry into a Material Definitive
Agreement.
The
Company entered into the material agreement dated as of November 29, 2010
described in Item 8.01 below. As more fully described in Item 8.01 below, this
agreement relates to the extension of the maturity dates of certain outstanding
convertible notes issued by the Company to, respectively, Vision Opportunity
Master Fund, Ltd. and Vision Capital Advantage Fund, LP (the
“Holders”).
Prior to
the entry into of the material agreement described in Item 8.01 below, there was
no material relationship between the Company and the Holders under the herein
described notes, except to the extent that Vision Opportunity Master Fund, Ltd.
and its affiliate, Vision Capital Advantage Fund, LP had previously provided
financings to the Company in August 2007, November 2007, March 2008, June 2008,
September 2008, November 2008, February 2009, May 2009, September 2009, December
2009, January 2010, February 2010, March 2010, April 2010, May 2010, June 2010,
August 2010, September 2010, and November 2010, which financings were the
subject of Current Reports on Form 8-K filed with the Commission on,
respectively, August 22, 2007, December 5, 2007, March 13, 2008, June 24, 2008,
September 17, 2008, November 19, 2008, February 12, 2009, May 27, 2009,
September 30, 2009, December 29, 2009, February 2, 2010, March 2, 2010, April 5,
2010, May 4, 2010, May 26, 2010, June 29, 2010, August 11, 2010, October 4, 2010
and November 17, 2010. In connection with the consummation of the transactions
contemplated by the November 2007 financing, an affiliate of Vision Opportunity
Master Fund, Ltd. was appointed to the Company’s board of directors in December
2007. Vision Capital Advantage Fund, LP, an affiliate of Vision Opportunity
Master Fund, Ltd., is a transferee of a portion of the Company’s securities
owned by Vision Opportunity Master Fund, Ltd.
Item
8.01. Other Events.
The
Company and Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage
Fund, L.P. entered into a letter agreement dated as of November 29, 2010 (the
“Letter Agreement”). Under the Letter Agreement, the Holders agreed to extend
the maturity date of the specified convertible notes from November 29, 2010 to a
maturity date of five days after demand. A copy of the form of Letter Agreement
between Juma Technology Corp., Vision Opportunity Master Fund, Ltd. and Vision
Capital Advantage Fund, LP, dated as of November 29, 2010 extending the maturity
dates under notes is attached hereto as Exhibit 4.1.
Item 9.01. Financial Statements and
Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits:
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Exhibit
Number
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Description
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4.1
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Form
of Letter Agreement between Juma Technology Corp., Vision Opportunity
Master Fund, Ltd. and Vision Capital Advantage Fund, LP, dated as of
November 29, 2010 extending the maturity dates under
notes
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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JUMA
TECHNOLOGY CORP.
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By:
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/s/ Anthony Fernandez
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Anthony
Fernandez
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Chief
Financial Officer
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Date:
December 2, 2010
4
EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.1
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Form
of Letter Agreement between Juma Technology Corp., Vision Opportunity
Master Fund, Ltd. and Vision Capital Advantage Fund, LP, dated as of
November 29, 2010 extending the maturity dates under
notes
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5