Attached files
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EX-99.2 - EX-99.2 - LOCATEPLUS HOLDINGS CORP | b88622exv99w2.htm |
EX-99.1 - EX-99.1 - LOCATEPLUS HOLDINGS CORP | b88622exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 15, 2011
LOCATEPLUS HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
000-49957 (Commission File Number) |
04-3332304 (I.R.S. Employer Identification No.) |
100 Cummings Center, Suite 235M, Beverly, MA (Address of Principal Executive Offices) |
01915 (Zip Code) |
(978) 921-2727
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.03 | Bankruptcy or Receivership. |
Appointment of Trustee
As previously announced, on June 16, 2011 LocatePLUS Holdings Corporation (the Company) and
its subsidiaries (each a Debtor and collectively with the Company, the Debtors) each filed a
petition for relief under chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Massachusetts (the Bankruptcy Court), Bankruptcy Case No.
11-15793 (the Bankruptcy Filing). On July 15, 2011, Stephen S. Gray was appointed as chapter 11
trustee for the Debtors.
Item 7.01 | Regulation FD Disclosure. |
On September 19, 2011,
the Debtors filed their unaudited combined monthly operating report for
the period June 16, 2011 through June 30, 2011 and on September 20, 2011, the Debtors filed their
unaudited combined monthly operating report for the period July 1, 2011 through July 31, 2011
(together, the Monthly Operating Reports) with the Bankruptcy Court. Exhibit 99.1 and Exhibit
99.2 to this Current Report on Form 8-K contain the unaudited Monthly Operating Reports as filed
with the Bankruptcy Court.
The Monthly Operating Reports are limited in scope, cover a limited time period and have been
prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court
and the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the Bankruptcy Code). The financial information
contained in the Monthly Operating Reports is preliminary and unaudited and does not purport to
show the financial statements of any of the Debtors in accordance with accounting principles
generally accepted in the United States of America (GAAP) and, therefore, may exclude items
required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items.
The Company cautions readers not to place undue reliance on the Monthly Operating Reports. The
Monthly Operating Reports may be subject to revision. The Monthly Operating Reports are in a format
required by the Bankruptcy Court and the Bankruptcy Code and should not be used for investment
purposes. The information in the Monthly Operating Reports should not be viewed as indicative of
future results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Current Report on Form 8-K includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act).
All statements (other than statements of historical facts) that address projected or estimated
results, or events, developments or results that we intend, expect, believe, anticipate, plan,
forecast or project, will or may occur in the future are forward-looking statements. The words
possible, propose, might, could, would, projects, plan, forecasts, anticipates,
expect, intend, believe, seek or may, and similar expressions, are intended to identify
forward-looking statements, but are not the exclusive means of identifying them. Such statements
include, without limitation, statements regarding various estimates we have made in preparing the
Monthly Operating Reports; statements regarding our bankruptcy proceedings; the effects of the
Bankruptcy Filing on existing debt holders and shareholders; the impact of the proceedings on the
Companys general liquidity; and the ability of the Company and its subsidiaries to operate and
continue paying vendors, suppliers, employees and other obligations during the restructuring
process. Forward-looking statements are subject to a number of risks, contingencies and
uncertainties, some of which our management has not yet identified. Forward-looking statements are
not guarantees of future performance; subsequent developments may cause forward-looking statements
to become outdated; and actual results, developments and business decisions may differ materially
from those contemplated by such forward-looking
statements as a result of various factors. Important factors that should be considered as
potentially causing actual results to differ from those contemplated by forward-looking statements
include, but are not limited to (i) the ability of the Company to continue as a going concern; (ii)
the Companys ability to obtain Bankruptcy Court approval with respect to motions in the chapter 11
cases; (iii) the ability of the Company and its subsidiaries to sell a portion of or substantially
all of their assets with respect to the chapter 11 cases or implement a restructuring or
liquidation plan; (iv) the ability of the Company and its subsidiaries to prosecute, develop and
consummate one or more plans of reorganization or liquidation with respect to the chapter 11 cases;
(v) the effects of the Companys Bankruptcy Filing on the Company and the interests of various
creditors, equity holders and other constituents; (vi) Bankruptcy Court rulings in the chapter 11
cases and the outcome of the cases in general; (vii) the length of time the Company will operate
under the guidance of the Bankruptcy Code and the Bankruptcy Court; (viii) risks associated with
third party motions in the chapter 11 cases, which may interfere with the Companys ability to
develop and consummate one or more plans of reorganization or liquidation once such plans are
developed; (ix) the potential adverse effects of the chapter 11 proceedings on the Companys
liquidity or results of operations; and (x) increased legal costs related to the Bankruptcy Filing
and other litigation. The cautionary statements provided above are being made pursuant to the
provisions of the Act and with the intention of obtaining the benefits of the safe harbor
provisions of the Act for any such forward-looking information. Additional risks that may affect
the Companys future performance are detailed in the Companys filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
Limitation on Incorporation by Reference
The Monthly Operating Reports are being furnished for informational purposes only and shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration
statements or other documents filed with the United States Securities and Exchange Commission shall
not incorporate the Monthly Operating Reports or any other information set forth in this Current
Report on Form 8-K by reference, except as otherwise expressly stated in such filing. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any information in the
report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
Number | Description | |
99.1
|
Monthly Operating Report for the month of June 2011. | |
99.2
|
Monthly Operating Report for the month of July 2011. |
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.
Date: September 22, 2011 | LOCATEPLUS HOLDINGS CORPORATION |
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By: | /S/ BRIAN MCHUGH | |||
Brian McHugh | ||||
Chief Financial Officer | ||||