UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
Amendment
No.
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
Date
of report (Date of earliest event reported):
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December
29, 2010
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BOOMERANG
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-10176
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22-2306487
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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355
Madison Avenue
Morristown,
NJ 07960
(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code:
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(973)
538-1194
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(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:
¨ 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 Entry into a Material Definitive
Agreement.
On
December 29, 2010, Boomerang Systems, Inc. (the “Company”) entered into a
financing commitment letter (the “Commitment Letter”), pursuant to which it
obtained a commitment for an aggregate of up to $3,250,000 of financing to
be provided, upon demand by the Company, by nine accredited investors, including
an aggregate of up to $1,750,000 by four related parties. If the
Company draws down under the Commitment Letter, it will issue notes to the
lenders. Each note would be a senior unsecured obligation of the Company
and would bear interest from the date of the borrowing thereunder on the
outstanding principal balance at a rate of 3% per annum. The Commitment Letter
expires on the earlier to occur of (a) January 1, 2012, and (b) the consummation
of a private or public offering of the Company’s common stock yielding gross
proceeds to the Company in an amount not less than $5,000,000.
Under the
terms of the Commitment Letter, each lender received one five-year warrant for
every dollar such lender committed, with an exercise price of $0.30 per share.
In addition, if the Company borrows under the letter, each lender will receive
additional warrants at a rate of three warrants for each dollar drawn down from
that lender's commitment, with the amount of the draw down attributable to each
lender’s commitment to be determined on a pro rata basis.
The
related parties who committed to provide financing under the letter are Mark
Patterson, the Company’s chief executive officer (up to $500,000); Lake Isle
Corp., a greater than 10% holder of the Company’s common stock, over which Gail
Mulvihill, the mother of the Company’s president, Christopher Mulvihill,
exercises sole voting and investment control (up to $750,000); HSK Funding, over
which Burton I. Koffman, a greater than 10% holder of the Company’s common
stock, exercises sole voting and investment control (up to $250,000); and James
Mulvihill, the son of Gail Mulvihill and brother of Christopher Mulvihill (up to
$250,000).
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.
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Boomerang Systems, Inc.
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(Registrant)
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Date:
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January 4, 2010
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By:
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/s/ Joseph R. Bellantoni
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Joseph
R. Bellantoni
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Chief
Financial Officer
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