US Dataworks Inc - Current report filing (8-K)
December 19 2007 - 1:16PM
Edgar (US Regulatory)
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 13, 2007
US DATAWORKS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-15835
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84-1290152
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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 Number)
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One Sugar Creek Blvd., 5
th
Floor
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Sugar Land, Texas
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77478
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(Address of principal executive offices)
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(Zip Code)
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(281) 504-8000
(Registrants telephone number,
including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
Item 1.02. Termination of a Material Definitive Agreement.
On December 29, 2006, US Dataworks, Inc., a Nevada corporation (the Company), entered into a
Software Integration and Resale Agreement (the Resale Agreement) with Hyundai Syscomm Corp., a
California corporation (Hyundai), pursuant to which the Company had exclusive rights to resell or
lease Hyundais automated teller machines/teller-less kiosks, enhanced by the Companys proprietary
Clearingworks
®
software, in North America and India. In connection with the Resale
Agreement, the Company and Hyundai entered into a Stock Purchase Agreement (the Purchase
Agreement) dated December 29, 2006, pursuant to which the Company agreed to issue to Hyundai an
aggregate of 6,100,000 shares of the Companys common stock, $0.0001 par value (the Common
Stock), for an aggregate purchase price of $1,500,000 (Purchased Shares) upon closing. In
connection with the Purchase Agreement, and subject to shareholder approval, the Company also
agreed to issue to Hyundai a warrant to purchase up to an aggregate of 14,300,000 shares of Common
Stock (the Warrant Shares). The closing of the transactions contemplated by the Purchase
Agreement was initially scheduled for December 29, 2006. The Purchase Agreement was subsequently
amended to postpone the closing until March 2007 and to permit the Company to retain any profits
generated from the resale or leasing of the kiosks until an aggregate of $1,500,000 was received to
cover the purchase price of the Purchased Shares.
The Company and Hyundai have decided not to pursue the business venture set forth in the
Resale Agreement at this time and, on December 13, 2007, the Company and Hyundai entered into a
Settlement and Release Agreement terminating the Purchase Agreement (the Termination Agreement).
Pursuant to the Termination Agreement, the Purchased Shares, which were held in escrow, will be
returned to the Company and Hyundai is no longer obligated to pay the purchase price of $1,500,000
and the Warrant Shares will not be issued to Hyundai. The parties also agreed to a mutual release
of all claims, known or unknown, with the exception of claims in connection with confidentiality
agreements, that each party may now or in the future have against the other party, aside from
claims in connection with certain confidentiality agreements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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Settlement and Release Agreement, dated December 13, 2007,
by and among the Registrant, Hyundai Syscomm Corp. and John
J. Figone.
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99.1
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Press release dated December 19, 2007.
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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.
Dated: December 19, 2007
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US DATAWORKS, INC.
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By:
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/s/ Charles E. Ramey
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Charles E. Ramey
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.1
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Settlement and Release Agreement, dated December 13, 2007,
by and among the Registrant, Hyundai Syscomm Corp. and John
J. Figone.
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99.1
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Press release dated December 19, 2007.
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-4-
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